Common use of Continuity of the representations, warranties and covenants by the Purchaser Clause in Contracts

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4", or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by the Vendor or by the Vendor's professional advisors prior to the Closing Date, or the waiver of any condition by the Vendor, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one year from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of the Vendor prior to the Effective Date hereof of which the Purchaser was unaware or as a result of any action taken by the Vendor after the Effective Date. In the event that any of the said representations, warranties or covenants are found by a court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by the Vendor, then the Purchaser will pay the amount of such loss or damage to the Vendor within 30 calendar days of receiving notice of judgment therefor; provided, however, that the Vendor will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,000.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4"Article, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by either of the Vendor Vendors or the Company, or by the VendorVendors' or the Company's respective professional advisors prior to the Closing Date, or the waiver of any condition by either of the VendorVendors or the Company, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one calendar year from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of either of the Vendor Vendors or the Company prior to the Effective Execution Date hereof of which the Purchaser was unaware or as a result of any action taken by either of the Vendor Vendors or the Company after the Effective Execution Date. In the event that any of the said representations, warranties or covenants are found by a court Court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by either of the VendorVendors and/or the Company, then the Purchaser will will, in accordance with the provisions of Article "15" hereinbelow, pay the amount of such loss or damage to either of the Vendor Vendors and/or the Company, as the case may be, within 30 calendar days of receiving notice of judgment therefortherefore; provided, however, provided that the Vendor Vendors and the Company will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,0001,000.00.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4"Article, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by either of the Vendor Vendors or the Company, or by the Vendor's Vendors’ or the Company’s respective professional advisors prior to the Closing Date, or the waiver of any condition by either of the VendorVendors or the Company, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one calendar year from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of either of the Vendor prior to Vendors or the Effective Date hereof Company. The Parties acknowledge that the time periods set forth in this section 4.4 and elsewhere in this Agreement for the assertion of which claims and notices under this Agreement are the Purchaser was unaware or as a result of any action taken arms-length negotiations among the Parties and that the Parties intend for the time periods to be enforced as agreed by the Vendor after the Effective DateParties. In the event that any of the said representations, warranties or covenants are found by a court Court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by either of the VendorVendors and/or the Company, then the Purchaser will will, in accordance with the provisions of Article “15” hereinbelow, pay the amount of such loss or damage to either of the Vendor Vendors and/or the Company, as the case may be, within 30 calendar days of receiving notice of judgment therefortherefore; provided, however, provided that the Vendor Vendors and the Company will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,00025,000.00, in aggregate.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4"Article, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by either of the Vendor Vendors or the Company, or by the VendorVendors' or the Company's respective professional advisors prior to the Closing Date, or the waiver of any condition by either of the VendorVendors or the Company, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one calendar year from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of either of the Vendor Vendors or the Company prior to the Effective Date hereof of which the Purchaser was unaware or as a result of any action taken by either of the Vendor Vendors or the Company after the Effective Date. In the event that any of the said representations, warranties or covenants are found by a court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by either of the VendorVendors and/or the Company, then the Purchaser will will, in accordance with the provisions of Article "15" hereinbelow, pay the amount of such loss or damage to either of the Vendor Vendors and/or the Company, as the case may be, within 30 calendar days of receiving notice of judgment therefortherefore; provided, however, provided that the Vendor Vendors and the Company will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,0001,000.00.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "“4"”, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by the Vendor Vendors or by the Vendor's Vendors’ professional advisors prior to the Closing Date, or the waiver of any condition by the VendorVendors, the representations, warranties and covenants of the Purchaser contained in this Article "“4" ” shall survive the Closing Date and shall continue in full force and effect for a period of one year from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of the Vendor Vendors prior to the Effective Date hereof of which the Purchaser was unaware or as a result of any action taken by the Vendor Vendors after the Effective Date. In the event that any of the said representations, warranties or covenants are found by a court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by the VendorVendors, then the Purchaser will pay the amount of such loss or damage to the Vendor Vendors within 30 calendar days of receiving notice of judgment therefor; provided, however, that the Vendor Vendors will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,000.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4"Article, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date (as hereinafter determined) as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by either of the Vendor Vendors or the Company, or by the VendorVendors' or the Company's respective professional advisors prior to the Closing Date, or the waiver of any condition by either of the VendorVendors or the Company, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one year three calendar years from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of either of the Vendor Vendors or the Company prior to the Effective Execution Date hereof of which the Purchaser was unaware or as a result of any action taken by either of the Vendor Vendors or the Company after the Effective Execution Date. In the event that any of the said representations, warranties or covenants are found by a court Court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by either of the VendorVendors and/or the Company, then the Purchaser will will, in accordance with the provisions of Article "14" hereinbelow, pay the amount of such loss or damage to either of the Vendor Vendors and/or the Company, as the case may be, within 30 calendar days of receiving notice of judgment therefortherefore; provided, however, provided that the Vendor Vendors and the Company will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,0001,000.00.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4"Article, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by either of the Vendor Vendors or the Company, or by the VendorVendors' or the Company's respective professional advisors prior to the Closing Date, or the waiver of any condition by either of the VendorVendors or the Company, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one calendar year from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of either of the Vendor Vendors or the Company prior to the Effective Execution Date hereof of which the Purchaser was were unaware or as a result of any action taken by either of the Vendor Vendors or the Company after the Effective Execution Date. In the event that any of the said representations, warranties or covenants are found by a court Court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by either of the VendorVendors and/or the Company, then the Purchaser will will, in accordance with the provisions of Article "15" hereinbelow, pay the amount of such loss or damage to either of the Vendor Vendors and/or the Company, as the case may be, within 30 calendar days of receiving notice of judgment therefortherefore; provided, however, provided that the Vendor Vendors and the Company will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,0001,000.00.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4"Article, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date (as hereinafter determined) as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by either of the Vendor Vendors or the Company, or by the VendorVendors' or the Company's respective professional advisors prior to the Closing Date, or the waiver of any condition by either of the VendorVendors or the Company, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one calendar year from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of either of the Vendor Vendors or the Company prior to the Effective Date hereof of which the Purchaser was unaware or as a result of any action taken by either of the Vendor Vendors or the Company after the Effective Date. In the event that any of the said representations, warranties or covenants are found by a court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by either of the VendorVendors and/or the Company, then the Purchaser will will, in accordance with the provisions of Article "13" hereinbelow, pay the amount of such loss or damage to either of the Vendor Vendors and/or the Company, as the case may be, within 30 calendar days of receiving notice of judgment therefortherefore; provided, however, provided that the Vendor Vendors and the Company will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,0001,000.00.

Continuity of the representations, warranties and covenants by the Purchaser. The representations, warranties and covenants of the Purchaser contained in this Article "4"Article, or in any certificates or documents delivered pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, will be true at and as of the Closing Date (as hereinafter determined) as though such representations, warranties and covenants were made at and as of such time. Notwithstanding any investigations or inquiries made by either of the Vendor Vendors or the Company, or by the VendorVendors' or the Company's respective professional advisors prior to the Closing Date, or the waiver of any condition by either of the VendorVendors or the Company, the representations, warranties and covenants of the Purchaser contained in this Article "4" shall survive the Closing Date and shall continue in full force and effect for a period of one year three calendar years from the Closing Date; provided, however, that the Purchaser shall not be responsible for the breach of any representation, warranty or covenant of the Purchaser contained herein caused by any act or omission of either of the Vendor Vendors or the Company prior to the Effective Execution Date hereof of which the Purchaser was unaware or as a result of any action taken by either of the Vendor Vendors or the Company after the Effective Execution Date. In the event that any of the said representations, warranties or covenants are found by a court Court of competent jurisdiction to be incorrect and such incorrectness results in any loss or damage sustained directly or indirectly by either of the VendorVendors and/or the Company, then the Purchaser will will, in accordance with the provisions of Article "16" hereinbelow, pay the amount of such loss or damage to either of the Vendor Vendors and/or the Company, as the case may be, within 30 calendar days of receiving notice of judgment therefortherefore; provided, however, provided that the Vendor Vendors and the Company will not be entitled to make any claim unless the loss or damage suffered may exceed the amount of U.S. $1,0001,000.00.