TERMINATION OF INDEMNITY AND REPRESENTATIONS AND WARRANTIES Sample Clauses

TERMINATION OF INDEMNITY AND REPRESENTATIONS AND WARRANTIES. Except as otherwise stated in Article VII Of this Agreement the Indemnity obligations of VLSI Pursuant to this Article VII For a breach or inaccuracy of or a failure to perform or comply with any or all of Compass' representations, warranties, covenants and agreements, and the representations and warranties of Avant! And Compass shall terminate one (1) year after the Effective Time of the Merger. The covenants of Article V listed in Section 9.11 are unaffected by the termination provisions of this Section 7.3. For purposes of the indemnification set forth herein, the fair market value of one share of Avant! Common Stock shall be the Average Nasdaq Per Share Price.
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TERMINATION OF INDEMNITY AND REPRESENTATIONS AND WARRANTIES. The Indemnity obligations of the FrontLine Shareholders pursuant to this Article VII for a breach or inaccuracy of or a failure to perform or comply with any or all of FrontLine's representations, warranties, covenants and agreements, and the representations and warranties of Avant!, FrontLine and the FrontLine Shareholders shall terminate upon the earlier to occur of: (i) one (1) year after the Effective Time of the Merger, or (ii) the date of the issuance of the first audited financial statements that contain the combined actual results of Avant!, Sub and FrontLine. For purposes of the indemnification set forth herein, the fair market value of one share of Avant! Common Stock shall equal the Average Nasdaq Per Share Price.
Sample 1
TERMINATION OF INDEMNITY AND REPRESENTATIONS AND WARRANTIES. The indemnity obligations of the Securityholders and P-Com and Sub pursuant to this Article VII (and the representations, warranties, covenants and other agreements of CRC and the Key Securityholders and P-Com and Sub set forth in this Agreement, except otherwise set forth herein) for a breach or inaccuracy of, or a failure to perform or comply with, any or all of CRC's or the Key Securityholders' or P-Com's or Sub's respective representations, warranties, covenants and agreements and all other rights, claims, actions and causes of action at law or in equity in respect of such representations, warranties, covenants and agreements shall terminate upon the final date of the auditor's report for P-Com that includes the audited results for CRC for the fiscal year ended December 31, 1997; provided, however that the indemnity obligations of the Securityholders with respect to representations and warranties contained in Sections 3.1(k) and 3.1
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TERMINATION OF INDEMNITY AND REPRESENTATIONS AND WARRANTIES. (a) Absent fraud or a breach of the obligations of the Securityholders pursuant to Section 4.3 hereof (for which the liability of the Securityholders shall not be limited in amount or duration hereunder), the indemnity obligations of the Company and the Securityholders pursuant to this Article VII (and the representations, warranties, covenants and other agreements of the Company and the Securityholders set forth in this Agreement, except otherwise set forth herein) for a breach or inaccuracy of, or a failure to perform or comply with, any or all of the Company's and the Securityholders' respective representations, warranties, covenants and agreements and all other rights, claims, actions and causes of action at law in respect of such representations, warranties, covenants and agreements and all liabilities of the Company and the Securityholders under the Tax Deed shall terminate upon the earlier of March 31, 1998 or the publication date of the independent accountants' report in P-Com's Annual Report on Form 10-K that includes the audited results for the Company for the fiscal year ended December 31, 1997; provided, however that the indemnity obligations of the Securityholders with respect to representations and warranties contained in Sections 3.1(m)(i) and 3.1(m)(iii) and such representations and warranties shall terminate upon the date one (1) year from and after the Time of Closing. For purposes of the indemnifications set forth herein, the fair market value of one share of P-Com, Inc. Common Stock shall equal the per share price used in calculating the Purchase Price. (b) Absent fraud (for which the liability of P-Com and Purchaser shall not be limited in amount or duration hereunder), the obligations of P-Com and Purchaser pursuant to the representations, warranties, covenants and other agreements of P-Com and Purchaser set forth in this Agreement, except otherwise set forth herein for a breach or inaccuracy of, or a failure to perform or comply with, any or all of P-Com's and Purchaser's respective representations, warranties, covenants and agreements and all other rights, claims, actions and causes of action at law in respect of such representations, warranties, covenants and agreements and all liabilities of P-Com and Purchaser shall terminate upon the earlier of March 31, 1998 or the publication date of the independent accountants' report in P-Com's Annual Report on Form 10-K that includes the audited results for the Company for the fiscal year e...
Sample 1

Related to TERMINATION OF INDEMNITY AND REPRESENTATIONS AND WARRANTIES

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, ANY INDIVIDUAL PURCHASE AND SALE AGREEMENT AND/OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF THE SELLER, OR (E) ANY OTHER MATTER RELATING TO THE SELLER, THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.

  • Limitation of Representations and Warranties Except for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Seller is not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Units, the Company or the business, assets or liabilities of the Company. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, THE COMPANY, SELLER AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

  • General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees.

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