Survival of Warranties and Obligations Sample Clauses

Survival of Warranties and Obligations. The representations and warranties of the Servicer shall survive the termination of this Agreement and the obligations and duties of the Servicer shall survive the termination of this Agreement as set forth in this Agreement.
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Survival of Warranties and Obligations. All representations, warranties, covenants and agreements of the parties contained in this Agreement will survive the closing.
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Survival of Warranties and Obligations. The representations and warranties given by Buyer and Seller in this Article 6, and all obligations under this Agreement to be performed after Close of Escrow [including, but not limited to, the obligations of Seller and Buyer with respect to Seller's Improvements set forth in Sections 7.2(c) through (i)], shall survive the Close of Escrow and delivery of the Grant Deed to Buyer; provided, however, that all representations and warranties by Seller shall terminate one (1) year after the Closing Date, except for any representation or warranty which Buyer claims to have been breached, as long as: (a) Buyer has notified Seller in writing of a claim of breach (identifying such breach in reasonable detail) within such one (1)-year period, and (b) Buyer files a lawsuit for breach of such representation or warranty and gives written notice thereof to Seller within one (1) year after the expiration of such one-year period.
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Survival of Warranties and Obligations. All statements, certifications, indemnifications, representations and warranties made herein by the parties to this Agreement, and their respective covenants, agreements and obligations to be performed pursuant to the terms hereof, shall survive the Closing Date, notwithstanding any examination by or on behalf of any party hereto, notwithstanding any notice of a breach or of a failure to perform not waived in writing and notwithstanding the consummation of the transactions hereby contemplated with knowledge of such breach or failure.
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Survival of Warranties and Obligations. Except as hereinafter set forth, all indemnifications, representations and warranties made herein by the parties to this Agreement, shall survive the Closing Date for a period of eighteen (18) months; provided, (i) that any action arising under any such indemnification, representation or warranty must be commenced within said eighteen (18) month period, and (ii) that all matters respecting determination of the Deposit Transfer and Deposit Premium and related calculations under Article III shall survive for a period of three (3) months only following the Closing Date. Notwithstanding the foregoing, the obligation of Seller to timely perform its obligations under the Retained Liabilities and the obligation of Buyer to timely perform its obligations under the Liabilities (including without limitation the Lease) and any right of indemnification with respect thereto shall not terminate pursuant to this section.
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Survival of Warranties and Obligations. The representations and -------------------------------------- warranties given by Buyer and Seller in this Article 6, and all obligations under this Agreement to be performed after Close of Escrow, shall survive the Close of Escrow and delivery of the Grant Deed to Buyer; provided, however, that all representations and warranties by Seller shall terminate two (2) years after the Closing Date, except for any representation or warranty which Buyer claims to have been breached, as long as: (a) Buyer has notified Seller in writing of a claim of breach (identifying such breach in reasonable detail) within such two (2)-year period, and (b) Buyer files a lawsuit for breach of such representation or warranty and gives written notice thereof to Seller within two (2) years after the expiration of such one-year period.
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Survival of Warranties and Obligations. All representations and warranties made herein by the parties to this Agreement shall survive the Closing Date for a period of two (2) years, all covenants and agreements contained in this Agreement shall survive the Closing Date in accordance with their respective terms and the obligations contained in Section 10.12(b)(iii) shall survive the Closing Date for a period of three (3) years; provided that, in either case, if notice of any claim for indemnification under Section 10.12 has been given within the survival period, such claim shall survive until such time as such claim is finally resolved.
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Survival of Warranties and Obligations. The representations, warranties, obligations and duties of PHEAA shall survive the execution, delivery and termination of this Agreement.
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Survival of Warranties and Obligations. The representations and warranties given by the parties in this Article 6, and all obligations under this Exchange Agreement to be performed before or after Close of Escrow, shall survive the Close of Escrow and delivery of the Grant Deeds to each party; provided, however, that all representations and warranties shall terminate one (1) year after the Closing Date, except for any representation or warranty which either party claims to have been breached, as long as such party has notified the other party in writing of such claim of breach (identifying the breach in reasonable detail) within such one (l) year period.
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Related to Survival of Warranties and Obligations

  • Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.

  • Survival of Rights and Obligations The provisions relating to Access Rights and Confidentiality, for the time period mentioned therein, as well as for Liability, Applicable law and Settlement of disputes shall survive the expiration or termination of this Consortium Agreement. Termination shall not affect any rights or obligations of a Party leaving the Consortium incurred prior to the date of termination, unless otherwise agreed between the General Assembly and the leaving Party. This includes the obligation to provide all input, deliverables and documents for the period of its participation.

  • Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Survival of Rights, Duties and Obligations Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any act or omission prior to such termination.

  • Survival of Warranties and Certain Agreements All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans, issuances of Letters of Credit and the execution and delivery of the Notes. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of Borrower set forth in Sections 1.3(e), 1.8, 1.9 and 9.1 shall survive the repayment of the Obligations and the termination of this Agreement.

  • Survival of Warranties The warranties, representations and covenants of the Company and Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investors or the Company.

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

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