Continuation and Survival of Representations and Warranties. All representations and warranties, including information disclosed in Schedules, made in this Agreement shall continue to be true and correct at and as of the Closing Date and at all times between the signing of this Agreement and the Closing Date, as if made at each of such times. If any party hereto shall learn of a representation or warranty being or becoming untrue at or prior to Closing, such party shall promptly give notice thereof to all of the other parties hereto. All representations and warranties contained herein shall survive the consummation of the transactions provided for in this Agreement; shall continue in full force and effect; and shall provide the basis for the remedies set forth herein or otherwise available to the non-breaching party. Each representation and warranty contained herein is independent of all other representations and warranties contained herein (whether or not covering an identical or a related subject matter) and must be independently and separately complied with and satisfied. Exceptions or qualifications to any specific representation or warranty contained herein and in the corresponding Schedule shall not be construed as exceptions or qualifications to any other warranty or representation. No representation or warranty contained herein shall be deemed to have been waived, affected or impaired by any investigation made by or Knowledge of any party to this Agreement.
Continuation and Survival of Representations and Warranties. All representations and warranties by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall remain true and correct as of the time of close of Escrow, shall be deemed to be material, and shall survive the execution and delivery of this Agreement and the delivery of the deed and transfer of title. All statements contained in any certificate or other instrument delivered at any time by or on behalf of Optionor or Optionee in conjunction with the transaction contemplated hereby shall constitute representations and warranties hereunder.
Continuation and Survival of Representations and Warranties. All representations and warranties by the respective parties contained herein or made in writing pursuant to this Agreement are intended to be, and shall remain, true and correct as of the Closing, shall be deemed to be material, and, together with all conditions, covenants and indemnities made by the respective parties contained herein or made in writing pursuant to this Agreement (except as otherwise expressly limited or expanded by the terms of this Agreement), shall survive the execution and delivery of this Agreement and the Closing, or, to the extent the context requires, beyond any termination of this Agreement.
Continuation and Survival of Representations and Warranties. The Borrower undertakes to ensure that each of the representations, warranties and continuing covenants set out in this Agreement shall be complied with and remain true and correct at all times.
Continuation and Survival of Representations and Warranties. Each of the representations and warranties contained in this Agreement shall be true and correct on and as of the Closing Date and at all times between the execution of this Agreement and the Closing Date with the same force and effect as if made at each of such times, except to the extent, if any, that such representations and warranties shall be affected by transactions contemplated by this Agreement. Except for the representations and warranties set forth in Section 4.3(b) hereof, all such representations and warranties shall survive the consummation of the transactions contemplated by this Agreement for a period of six months following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The representations and warranties set forth in Section 4.3(b) hereof shall survive the consummation of the transactions contemplated by this Agreement for a period of two years following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The provisions of this Article 5 shall not operate to limit or effect the terms and provisions of the Exchange Offer Registration Agreement or the Asset Transfer Registration Agreement.
Section 7.1 (e) of the Contribution Agreement shall be amended and restated in its entirety to read as follows:
Continuation and Survival of Representations and Warranties. All representations and warranties by the respective parties contained in this Article 10 are intended to and shall remain true and correct as of the time of the Closing, shall be deemed to be material, and shall survive the execution and delivery of this Agreement, the delivery of the Deed and transfer of title to the Property for a period of one (1) year following the Closing Date.
Continuation and Survival of Representations and Warranties. The representations and warranties contained in Sections 3.3, 3.4 and 3.5 hereof shall survive the consummation of the transactions provided for in the Transaction Documents and shall not terminate. All other representations and warranties contained herein shall survive the consummation of the transactions provided for in the Transaction Documents for a period beginning on the date hereof up to and including the earlier of the conversion of all Class B Preferred Stock held by the Investor into Common Stock or December 31, 1999; provided, however, that such period shall not end prior to December 31, 1998. No such representation or warranty shall be deemed to have been waived, affected or impaired by any investigation made by any person or persons.
Continuation and Survival of Representations and Warranties. Subject to Article VIII hereof, all representations and warranties made in this Agreement shall survive the consummation of the transactions provided for in this Agreement for a period of time equal to the applicable statutes of limitations. Each warranty and representation contained herein is independent of all other warranties and representations contained herein (whether or not covering an identical or a related subject matter) and must be independently and separately complied with and satisfied. Exceptions or qualifications to any warranties or representations contained herein shall not be construed as exceptions or qualifications to any other warranty or representation. No such representation or warranty shall be deemed to have been waived, affected or impaired by any investigation made by any party to this Agreement.
Continuation and Survival of Representations and Warranties. (a) The representations and warranties of the parties hereunder shall survive the consummation of the transaction provided for in this Agreement and shall expire after fifteen months from the Closing Date, except for the representations and warranties that are set forth in subsection 4(b), 4(g), 4(w), 5(a) and 5(b) which shall expire upon expiration of the applicable statute of limitations, and provided further that there shall be no expiration with respect to Knowing Misrepresentations on the part of the Corporation or Buyer . “Knowing Misrepresentation” shall mean any breach of a representation or warranty that is qualified as to the Corporation’s or Buyer’s knowledge, or any knowing breach of a representation or warranty that is not qualified as to the Corporation’s or Buyer’s knowledge as to which the Corporation or Buyer had actual knowledge of its falsity. “To the knowledge,” “knowing” or similar expressions shall mean (i) with respect to the Corporation, the actual knowledge of the Managers, the Corporation’s officers and the members of the Corporation’s Board of Directors as of the date hereof, and (ii) with respect to the Buyer, the actual knowledge of Xxxxx Xxxxxx and Xxxx Xxxxx.
Continuation and Survival of Representations and Warranties. All representations and warranties by the respective parties contained in this Agreement or made in writing pursuant to this Agreement are intended to and will remain true and correct as of the time of Closing, will be deemed to be material and will survive the execution and delivery of this Agreement and the delivery of the Deed and transfer of title for a period of twelve (12) months. Such representations and warranties, however, are not assignable and do not run with the land, except as may be expressly provided herein or contained in a written instrument signed by the party to be charged.
