Common use of Continuation and Survival of Representations and Warranties Clause in Contracts

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, including information disclosed in the 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, but such notice shall not modify such representation or warranty or limit the liability of any party therefor. 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, 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 representations or warranty warranties 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 knowledge of any party to this Agreement.

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; provided, however, that at Closing the Shareholders may deliver to Prograph modifications of the Schedules to reflect changes thereto arising in the ordinary course of its Business since the date hereof, provided further that none of such changes, either individually or in the aggregate, is materially adverse to the Business or financial condition of PSI. 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; Agreement for a period of one year from the Closing and shall provide the basis for the remedies set forth herein or otherwise available to the non-breaching party. Each covenant contained herein shall survive the Closing until fulfilled or expressly waived. 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 knowledge of any party to this Agreement.

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; provided, however, that at Closing the Shareholders may deliver to Buyer modifications of Schedules 2.1 through 2.27 and Schedules 3.1 through 3.3 to reflect changes thereto arising in the ordinary course of their respective Business since the date hereof, provided further that none of such changes, either individually or in the aggregate, is materially adverse to the Business or financial condition of Company or the Shareholders or arises from any occurrences or circumstances which would constitute a violation of Section 7 hereof. 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 AgreementAgreement as more particularly described in Section 11; 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 partyparty as more particularly described in Section 11. 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 representations or warranty warranties 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, 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 (a) The representations and warranties contained herein of the parties hereunder shall survive the consummation of the transactions transaction provided for in this Agreement; shall continue in full force and effect; Agreement and shall provide expire on the basis second anniversary of the Closing Date, except for the remedies representations and warranties that are set forth herein in subsection 5(u) and 6(u) which shall expire upon expiration of the applicable statute of limitations, and provided further that there shall be no expiration with respect to those representations and warranties set forth in Section 4. “To the knowledge” or otherwise available similar words shall mean to the non-breaching party. actual knowledge of a Stockholder, or, with respect to Covalent, the actual knowledge of Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxxx and Xxxxxx X’Xxxxx. (b) Each representation representation, warranty and warranty covenant contained herein is independent of all other representations representations, warranties and warranties covenants 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 representations or warranty warranties 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 of a party contained herein shall be deemed to have been waived, affected or impaired by any investigation made by by, or Knowledge of any party to this Agreementknowledge of, the other party.

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 (a) The representations and warranties contained herein of the parties hereunder shall survive the consummation of the transactions transaction provided for in this Agreement; shall continue in full force and effect; Agreement and shall provide expire on the basis second anniversary of the Closing Date, except for the remedies representations and warranties that are set forth herein in subparagraph 5(u) and 6(u) which shall expire upon expiration of the applicable statute of limitations, and provided further that there shall be no expiration with respect to those representations and warranties set forth in Paragraph 4. “To the knowledge” or otherwise available similar words shall mean to the non-breaching party. actual knowledge of a Stockholder, or, with respect to Covalent, the actual knowledge of Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxxx and Xxxxxx X’Xxxxx. (b) Each representation representation, warranty and warranty covenant contained herein is independent of all other representations representations, warranties and warranties covenants 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 representations or warranty warranties 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 of a party contained herein shall be deemed to have been waived, affected or impaired by any investigation made by by, or Knowledge of any party to this Agreementknowledge of, the other party.

Continuation and Survival of Representations and Warranties. All representations and warranties, including information disclosed in Scheduleson any schedule hereto, 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; provided, however, that at Closing Company may deliver to Buyer modifications of its Disclosure Schedule to reflect changes thereto arising in the ordinary course of its Business since the date hereof, provided further that none of such changes, either individually or in the aggregate, is materially adverse to the Business or financial condition of Company. 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 representations or warranty warranties 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 knowledge of any party to this Agreement.

Continuation and Survival of Representations and Warranties. All representations and warranties, including information disclosed or referred to in Schedulesexhibits, 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; provided, however, that at Closing Virgin, Management Stockholders, and other Virgin Stockholders may deliver to Xxxxxx modifications of the exhibits to reflect changes thereto arising in the ordinary course of its business since the Effective Date, provided further that none of such changes, either individually or in the aggregate, is materially adverse to the business or financial condition of Virgin or arises from any occurrences or circumstances which would constitute a breach or violation under this Agreement. 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 representations or warranty warranties 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 knowledge of any party to this Agreement.