Survival or Representations, Warranties and Covenants Sample Clauses

Survival or Representations, Warranties and Covenants. Regardless ------------------------------------------------------ of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof, all covenants, agreements, representations, and warranties and the related indemnities made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing for a period of one year, provided
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Survival or Representations, Warranties and Covenants. Subject to the provisions of this Agreement, the representations and warranties contained in this Agreement shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date; provided, however, that the representations and warranties in Section 4.1, Section 4.2, Section 4.7, Section 4.17, Section 4.20, Section 4.21, Section 5.1 and Section 5.2 (collectively, the “Fundamental Representations”) shall survive as hereafter provided. The Fundamental Representations contained in Section 4.17, Section 4.20 and Section 4.21 shall survive the Closing and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 30 days; and all of the other Fundamental Representations shall survive indefinitely. All covenants and agreements of the Parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein.
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Survival or Representations, Warranties and Covenants. (a) Except as to (i) the representations and warranties contained in Sections 4.1 (Organization; Standing and Power), 4.2 (Authorization), 4.3 (No Conflicts), 4.4 (Ownership of Shares), 4.5 (No Brokers or Finders), 5.1 (Organization; Standing and Power), 5.2 (Authority; Enforceability), 5.3 (No Conflicts), 5.4 (Authorized and Outstanding Stock), 5.21 (No Brokers or Finders), (collectively, the “Fundamental Representations”), which shall survive the Closing and remain in effect indefinitely, (ii) the representations and warranties contained in Section 5.9 (Tax Matters) (the “Tax Representations”), which shall survive the Closing and remain in effect for sixty (60) days following the expiration of the applicable statute of limitations (taking into account any waivers or extensions thereof), and (iii) claims for indemnification related to fraud, intentional misrepresentation or a deliberate or willful breach, which shall survive the Closing and remain in effect indefinitely, the representations and warranties of the Company, Holdco and the Stockholders contained in the Transaction Agreements shall survive the Closing until the expiration of two (2) years from the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for an Indemnifiable Loss asserted within such period of survival as herein provided will be timely made for purposes hereof.
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Survival or Representations, Warranties and Covenants. Subject to the provisions of this Agreement, the representations and warranties contained in this Agreement shall survive the Closing and shall remain in full force and effect until the second anniversary of the Closing Date; provided, however, that the representations and warranties in Section 4.1 (Organization, Standing and Power), Section 4.2 (Authority for Transaction), Section 4.7 (Title), Section 4.26 (Brokers and Finders), Section 5.1 (Organization, Standing and Power), Section 5.2 (Authority for Transaction), Section 5.5 (Brokers and Finders) and Section 5.6 (Solvency) (collectively, the “Fundamental Representations”), and the representations and warranties in Section 4.17 (Tax Matters), Section 4.20 (Employee Benefits), Section 4.21 (Environmental Matters) (collectively, the “Special Representations”), shall survive as hereafter provided. The Special Representations shall survive the Closing and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. The Fundamental Representations shall survive the Closing indefinitely. All covenants and agreements of the Parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein.
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Survival or Representations, Warranties and Covenants. All representations, warranties and covenants made by any party to this Agreement or pursuant hereto shall survive the closing of the transactions contemplated hereunder. The representations, warranties and covenants hereunder shall not be affected or diminished by any investigation at any time by or on behalf of the party for whose benefit such representations, warranties and covenants were made. All statements contained herein or in any schedule, certificate, exhibit or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be deemed to be representations, warranties and covenants made pursuant to this Agreement. Without limiting the foregoing, the respective covenants of ONP, Berger and Maxwell set forth in Sections 1, 2 and 3 are separate anx xxxependxxx xxd shall each be subject to enforcement in accordance with their respective terms.
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Survival or Representations, Warranties and Covenants. All statements contained in this Agreement or in any certificate delivered by or on behalf of MediaG3, Sellers or Little Sheep pursuant hereto, or in connection with the actions contemplated herby shall be deemed representations, warranties and covenants by MediaG3, Sellers or Little Sheep, as the case may be, hereunder. All such representations, warranties and covenants shall survive the Closing for a period of one year thereafter.
Sample 1
Survival or Representations, Warranties and Covenants. All statements contained in this Agreement or in any certificate delivered by or on behalf of MediaG3, Sellers or Oriental Media pursuant hereto, or in connection with the actions contemplated herby shall be deemed representations, warranties and covenants by MediaG3, Sellers or Oriental Media, as the case may be, hereunder. All such representations, warranties and covenants shall survive the Closing for a period of one year thereafter.
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Related to Survival or Representations, Warranties and Covenants

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

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