Survival Contract Clauses (6,236)

Survival. The respective indemnities, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them. 25 15. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any... Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 15, a "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More

Survival. Section 3.5 and Sections 4 through 16 shall survive the expiration or termination of this Agreement.

Survival. The provisions of Sections 2 through 19 of this Agreement shall survive the expiration of the Term or any other termination of this Agreement.

Survival. The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements and covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section 10, shall survive each of the Closings and the termination of this Agreement.

Survival. Notwithstanding the termination of Employee's employment with the Company, the following Sections of the Employment Agreement shall survive termination according to their terms: Section 12 (Confidential Information and Proprietary Interests); Section 13 (Noncompetition), Section 14 (Disputes & Remedies), and Section 15 (Survival). 3. Company's Outstanding Financial Obligations to Employee as of December 31, 2021. The Company acknowledges and confirms the following outstanding indebtedness to Emp...loyee as of December 31, 2021: a.Accrued Unpaid Wages (2017-2021): $162,458.13 (does not include Company payroll obligations) b.Accrued Unpaid HSA Contributions (July 2021-December 2021): $3,600.00 The Company shall remain liable and responsible to pay the foregoing amounts to Employee as soon as possible, including any applicable employer state and federal tax obligations and/or employer contributions with respect thereto. Should this remain unpaid as of December 31, 2022, Employee shall be free to pursue legal action to collect any unpaid amount hereunder. View More

Survival. Except as provided in Paragraphs 3, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 hereof (which Paragraphs are intended to be legally binding and enforceable on and against the Company and Aegis) and the exclusivity language in Section 1, this engagement letter is not intended to be a binding legal document nor a legal commitment on the part of Aegis to provide any financing to the Company, as the agreement between the parties hereto on these matters will be embodied in the Transaction Documents.

Survival. All agreements, covenants, representations and warranties herein shall survive the execution and delivery of this Warrant and any investigation at any time made by or on behalf of any parties hereto and the exercise, sale and purchase of this Warrant (and any other securities or property) issuable on exercise hereof.

Survival. 26.1. The acceptance by Purchaser of the Deeds and assignments referred to in Article 12 shall be deemed to be an acknowledgment, for all purposes, of the full performance and discharge of every representation, agreement and obligation on the part of Seller to be performed by it pursuant to the provisions of this Agreement, except for the following provisions which are to survive the Closing until the Survival Date and any other provisions of this Agreement which are specifically stated to survi...ve the Closing. The "Survival Date" shall mean the following with respect to the Articles or Sections set forth below::31 Article or SectionSurvival PeriodSection 6.2 (second to last sentence only) (No Representation Regarding Due Diligence Materials)IndefinitelySection 6.3.1 (Purchaser Investigation Indemnity)IndefinitelySection 6.4 (Purchaser Return of Information Indemnity)IndefinitelyArticle 7 (Expenses)IndefinitelySection 9.1 (Seller's Representations), other than the representations and warranties in Sections 9.1.1-9.1.4, 9.1.16 and 9.1.206 monthsSections 9.1.1-9.1.4, 9.1.16 and 9.1.20IndefinitelySection 9.3 (Limitations on Seller's Representations)IndefinitelyArticle 10 (Purchaser's Representations)IndefinitelySection 11.2 (Release)IndefinitelySection 18.4 (Defaults Discovered Post-Closing)IndefinitelyArticle 21 (Brokers)IndefinitelyArticle 22 (Confidentiality)IndefinitelyArticle 24 (Further Assurances)3 yearsSection 26.1 (Survival)IndefinitelyArticle 27 (Tax Contests)IndefinitelyArticle 28 (Waiver of Jury Trial)Indefinitely 26.2. Notice of any claim made by Purchaser or Seller on the basis of a breach of a provision of this Agreement which survives the Closing shall be given on or before the applicable Survival Date. In the event that either party shall fail to give such notice prior to the applicable Survival Date, such party shall be deemed to have waived all claims in connection with any such provision. Any litigation with respect to such claim shall be commenced within ninety (90) days after the applicable Survival Date. Time shall be of the essence with respect to giving notice hereunder and commencing any litigation. 26.3. The provisions of this Article 26 shall survive the Closing until the Survival Date set forth in Section 26.1. View More

Survival. The representations and warranties of the Company and the Investor contained in this Agreement or made by or on behalf of the Exchanging Investors pursuant to this Agreement shall survive the consummation of the transactions contemplated hereby.

Survival. The respective indemnities, agreements, representations, warranties and other statements of the Operating Partnership, the Parent Guarantor and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any director, officer, employee or controlling person or affiliate... of any Underwriter, or the Operating Partnership or Parent Guarantor, or any trustee, officer, employee or controlling person of the Operating Partnership or Parent Guarantor, and will survive delivery of and payment for the Securities. View More