SURVIVAL; POST-CLOSING OBLIGATIONS Sample Clauses

SURVIVAL; POST-CLOSING OBLIGATIONS. Section 8.1 Expiration of Representations, Warranties and Covenants 62 Section 8.2 Result of Breach of Representation or Warranty; Indemnification 63 Section 8.3 Limitations 64 Section 8.4 Claims Notice 67 Section 8.5 Exclusive Remedy 70 Section 8.6 Tax Treatment 70 Section 8.7 Indemnity Payment 70 Section 8.8 Buyer Insurance Policy 70 ARTICLE IX
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SURVIVAL; POST-CLOSING OBLIGATIONS. Section 7.1 Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Parties contained in this Agreement shall terminate and expire, and shall cease to be of any force or effect, on the date that is eighteen (18) months following the Closing Date (except to the extent a claim for indemnification has been made prior to such time for any breach thereof, in which event the representation or warranty and the associated rights of indemnification shall survive with respect to such claim until such claim has been resolved); provided, that the representations and warranties contained in Section 3.1 (Authority; No Violations), Section 3.2 (Title), Section 3.5 (Brokers and Finders), Section 4.1 (Organization, Etc.), Section 4.2 (Capital Structure), Section 4.16 (Taxes), Section 4.20 (Brokers and Finders), Section 5.1 (Organization), Section 5.2 (Authority; No Violations) and Section 5.9 (Brokers and Finders) (the “Fundamental Representations”), shall survive indefinitely, or, if applicable, until the thirtieth (30th) day following the expiration of any applicable statute of limitations, except to the extent a claim for indemnification has been made prior to such time for any breach thereof, in which event the representation or warranty and the associated rights of indemnification shall survive with respect to such claim until such claim has been resolved. Each covenant or other agreement herein to be performed prior to or at the Closing shall terminate at Closing, unless the performance period is otherwise mutually extended by the Parties, and each covenant or other agreement herein to be performed after the Closing shall survive the Closing hereunder until performed in accordance with its terms.
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SURVIVAL; POST-CLOSING OBLIGATIONS. Section 4.1 Survival of Representations and Warranties and Covenants 11 Section 4.2 Indemnification 11 Section 4.3 Claims Notice 13 Section 4.4 Exclusive Remedy 14 Section 4.5 Purchase Price Adjustment 14 Section 4.6 Tax Matters 14 ARTICLE V MISCELLANEOUS
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SURVIVAL; POST-CLOSING OBLIGATIONS 
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Related to SURVIVAL; POST-CLOSING OBLIGATIONS

  • Closing Obligations At the Closing:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Buyer's Closing Obligations At the Closing, Buyer shall:

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • CONTINUING OBLIGATION OF SELLER The Seller shall provide all reasonable assistance necessary for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Purchased Loan, or (b) a payment made or alleged to have been made to the Seller. Further, the Seller agrees to execute any financing statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the Loans.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

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