Disclosure; Survival Clause Samples
The 'Disclosure; Survival' clause defines the obligations of the parties to disclose relevant information and specifies which representations, warranties, or obligations will continue to be enforceable after the contract ends. In practice, this clause often requires parties to share all material facts during negotiations and stipulates that certain promises or liabilities, such as confidentiality or indemnification, remain in effect beyond the termination or expiration of the agreement. Its core function is to ensure transparency during the contract process and to protect parties by extending critical obligations past the contract's formal end, thereby reducing the risk of undisclosed issues or post-termination disputes.
Disclosure; Survival. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge and which has had or could reasonably be anticipated to result in a Material Adverse Change. All representations and warranties set forth in this Agreement or in any of the Transaction Documents or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two (2) years (except where expressly stated otherwise) (the “Survival Period”) and shall not be affected by any examination made for or on behalf of the Purchaser, the knowledge of the Purchaser, or the acceptance by the Purchaser of any certificate or opinion.
Disclosure; Survival. This Agreement, the Financial Statements, the schedules provided in connection with this Agreement and the Offering Memorandum do not contain any untrue statement of material fact and do not fail to state a material fact necessary in order to make the statements contained herein and therein not misleading. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall not be affected by any examination made for or on behalf of the Purchaser, the knowledge of the Purchaser, or the acceptance by the Purchaser of any certificate or opinion.
Disclosure; Survival. This Agreement, the Financial Statements, schedules provided in connection with this Agreement and the Offering Memorandum, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of the Company in all material respects, and do not fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. There is no fact which has not been disclosed to the Purchasers of which the Company is aware and which materially adversely affects or could reasonably be anticipated to materially adversely effect the business, financial condition, operating results, earnings, assets, customary, supplier, Employee or sales representative relations or business prospects of the Company. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall not be affected by any examination made for or on behalf of any Purchaser, the knowledge of any Purchaser, or the acceptance by any Purchaser of any certificate or opinion.
Disclosure; Survival. (a) No representation or warranty of Seller or Shareholder in this Agreement, nor any statement, certificate, schedule or exhibit hereto furnished or to be furnished by or on behalf of the Seller or Shareholder pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.
(b) All representations and warranties of Seller and Shareholder are true, correct and complete in all material respects as of the date hereof, will be true, correct and complete as of the Closing Date and will survive the Closing Date and consummation of the transactions contemplated hereby through the end of the third Contract Year, except for the representations and warranties made in Section 3.11 which shall survive for the maximum period provided by law.
Disclosure; Survival. (a) No representation or warranty of Purchaser in this Agreement, nor any statement, certificate, schedule or exhibit hereto furnished or to be furnished by or on behalf of the Seller or Shareholder pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.
(b) All representations and warranties of Purchaser are true, correct and complete as of the date hereof, will be true, correct and complete as of the Closing Date and will
Disclosure; Survival. All representations and warranties of Purchaser set forth in this Agreement or in any of the other Transaction Documents or in any writing or certificate delivered in connection with this Agreement, or any of the other Transaction Documents, shall survive the execution and delivery of this Agreement or the applicable other Transaction Document, as the case may be, and the consummation of the transactions contemplated hereby or thereby, for one (1) year from the date hereof and shall not be affected by any examination made for or on behalf of Seller, the knowledge of Seller, or the acceptance by Seller of any certificate or opinion.
Disclosure; Survival. This Agreement, the Financial Statements, the schedules provided in connection with this Agreement and the Offering Memorandum do not contain any untrue statement of material fact and do not fail to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact which has not been disclosed to the Purchasers of which the Company has knowledge and which has had or could reasonably be anticipated to result in a Material Adverse Change. All representations and warranties set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two (2) years following the Second Closing Date, or if the Second Closing does not occur, two (2) years following the First Closing Date, and shall not be affected by any examination made for or on behalf of the Purchasers, the knowledge of the Purchasers, or the acceptance by the Purchasers of any certificate or opinion. All covenants and agreements of the parties hereto set forth herein shall survive indefinitely following the date of this Agreement. Any representation made in this Agreement with respect to the Company's knowledge shall mean to the actual knowledge of the Company or any officer thereof after due inquiry.
Disclosure; Survival. All representations and warranties set forth in this Agreement or in any of the Transaction Documents or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two years, unless otherwise specifically provided in this Agreement (the “Survival Period”), and shall not be affected by any examination made for or on behalf of the Purchaser, the knowledge of the Purchaser, or the acceptance by the Purchaser of any certificate or opinion. Notwithstanding anything to the contrary contained herein, the representations and warranties of the Seller and the Company in this Agreement, relating to Taxes, shall survive the execution and delivery of this Agreement for the applicable statute of limitation periods.
Disclosure; Survival. All representations and warranties of Sellers and Company set forth in this Agreement or in any of the other Transaction Documents or in any writing or certificate delivered in connection with this Agreement, or any of the other Transaction Documents, shall survive the execution and delivery of this Agreement or the applicable other Transaction Document, as the case may be, and the consummation of the transactions contemplated hereby or thereby, for a period commencing on the date hereof and reviewing two (2) years from the later of the date the Option is exercised or expires, unless otherwise specifically provided in this Agreement or such other Transaction Document (the “Survival Period”), and shall not be affected by any examination made for or on behalf of Purchaser, the knowledge of Purchaser, or the acceptance by Purchaser of any certificate or opinion.
Disclosure; Survival. This Agreement and the SB-2 registration statement and other SEC filed documents provided to Ward ▇▇▇ Devise in connection with this Agreement, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of Intelispan in all material respects, and do not fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. To the best Knowledge of Intelispan, there is no fact which has not been disclosed to Devise of which Intelispan is aware