Common use of Survival of Covenants and Agreements Clause in Contracts

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders and the Purchaser contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 3 contracts

Samples: Securities Exchange Agreement (Brighton Technologies Corp), Securities Exchange Agreement (Glengarry Holdings LTD), Securities Exchange Agreement (Global Itechnology Inc)

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Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, USAVE and the Purchaser BETA contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 3 contracts

Samples: Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the SURGE Shareholders and the Purchaser Boundless contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 11 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 3 contracts

Samples: Merger Agreement (Surge Technologies Corp), Merger Agreement (Surge Technologies Corp), Merger Agreement (Boundless Vision Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, MSSI, Esposito and the Purchaser SSI contained in this Agreement, or any Schedule attached hereto xxxxxx or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Sun & Surf Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders eGo and the Purchaser American Security Resources contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (American Security Resources Corp.)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Principal Shareholders, the Investor and the Purchaser Cosmo Group contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one (1) year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 VI shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cosmo Communications Corp)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholder, IPoint and the Purchaser Swordfish contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Swordfish Financial, Inc.)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, NYBD and the Purchaser LEAGUE NOW contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (League Now Holdings Corp)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, Decorate and the Purchaser Guidelocator contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 7 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Decorize Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Principal Shareholders, the Mxxx Jxxx Group and the Purchaser Pladeo contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 7 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Pladeo Corp.)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, Bong and the Purchaser Millennium contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Millennium Prime, Inc.)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, GPEH and the Purchaser Dr. Owl contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Green Power Energy Holdings Corp)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, Global and the Purchaser 1STOP contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (1stopsale Com Holdings Inc)

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Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, VIEWPON, its officers and the Purchaser directors and BETA contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Beta Music Group, Inc.)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Company and the Purchaser Corindus contained in this Acquisition Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Acquisition Agreement shall will survive for a period of two years one (1) year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall will survive until for a period of two (2) years from the applicable statutes consummation of limitations have expiredthe transactions contemplated hereby; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall will survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange and Acquisition Agreement (Your Internet Defender, Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, Integra and the Purchaser Columbialum contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Columbialum LTD)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, MSSI, Esposito and the Purchaser SSI contained in this xx xxxx Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Sun & Surf Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Ascot, Caribsun and the Purchaser contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two five years from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 7 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Great American Backrub Store Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Stockholders, CareView, and the Purchaser ECGT contained in this Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (CareView Communications Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, S2 New York, and the Purchaser INCA contained in this Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Accident Prevention Plus Inc)

Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders Shareholders, SiriComm, and the Purchaser FPHI contained in this Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of two years one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.

Appears in 1 contract

Samples: Securities Exchange Agreement (Siricomm Inc)

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