Effectiveness of Representations. Survival Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until three (3) years after the Closing Date.
Effectiveness of Representations. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake.
Effectiveness of Representations. Each of the representations made in this Section 3 shall be deemed made as of the Effective Date and shall survive the extension of the Term Loan by the Lenders under the Credit Agreement.
Effectiveness of Representations. Each party may rely on the --------------------------------- representations and warranties of the other party. This rule shall apply regardless of the audits made or omitted by one party.
Effectiveness of Representations. Warranties and ------------------------------------------------- Agreements; Knowledge, Etc.................................................. 43 --------------------------- Section 9.2 Notices..................................................................... 43 ------- Section 9.3 Amendment................................................................... 44 --------- Section 9.4 Waiver...................................................................... 45 ----- Section 9.5 Headings.................................................................... 45 -------- Section 9.6 Severability................................................................ 45 ------------ Section 9.7 Entire Agreement............................................................ 45 ---------------- Section 9.8 Assignment, Merger Sub...................................................... 45 ---------------------- Section 9.9 Parties in Interest......................................................... 45 ------------------- Section 9.10 Governing Law............................................................... 45 ------------- Section 9.11 Counterparts................................................................ 46 ------------ Section 9.12 WAIVER OF JURY TRIAL........................................................ 46 -------------------- Exhibits Exhibit A -- Form of Voting Agreement AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of April 10, 2001, (this "Agreement"), by and among Ravenswood Winery, Inc., a California corporation --------- (the "Company"), Constellation Brands, Inc., a Delaware corporation ("Parent"), ------- ------ and VVV Acquisition Corp., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent ("Merger Sub"). ----------
Effectiveness of Representations. Warranties and --------------------------------------------------- Agreements . . . . . . . . . . . . . . . . . . . . . . 29 ---------- SECTION 5.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . 29 ------- SECTION 5.03. Certain Definitions . . . . . . . . . . . . . . . . . 31 -------------------- SECTION 5.04. Headings . . . . . . . . . . . . . . . . . . . . . . . 32 -------- SECTION 5.05. Severability . . . . . . . . . . . . . . . . . . . . . 32 ------------ SECTION 5.06.
Effectiveness of Representations. 9.1 NAT is entitled to rely on the representations, warranties and agreements of each Shareholder, and each Shareholder is entitled to rely on the representations, warranties and agreements of NAT, and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake.
Effectiveness of Representations. Each party is entitled to rely on -------------------------------- the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. EXECUTED on November 6, 1996. ZMAX CORPORATION By: /s/ G.W. Xxxxxx Xxxxxxx ----------------------------------------- Name: G.W. Xxxxxx Xxxxxxx Title: Vice President /s/ Xxxxxxx X. Xxxxxx ---------------------------------------------- Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx ---------------------------------------------- Xxxxxxx X. Xxxxxxx -18- SCHEDULE OF EXHIBITS TO STOCK PURCHASE AGREEMENT ------------------------------------------------ Exhibit A -- Earn Out Agreement [filed as Exhibit 10.12] Exhibit B -- Closing Escrow Agreement [immaterial] Exhibit C -- Xxxxxxx Employment Agreement [filed as Exhibit 10.5] Exhibit D -- Xxxxxx Employment Agreement [immaterial, however, certain provisions regarding restrictive covenants are included as Exhibit 2 to Exhibit 10.8] Exhibit E -- Stock Pledge Agreement [filed as Exhibit 10.14]
Effectiveness of Representations. Each party is entitled to rely on -------------------------------- the representations, warranties and agreements of each of the other parties. Notwithstanding the above, no party shall be able to raise a claim in case it has been provided by the other party before the Closing with the documents and information containing evidence of a potential violation of the representation and warranties and has failed to raise the issue with the other party.
Effectiveness of Representations. In the event that a party hereto becomes aware or knows prior to the Closing of the occurrence or non- occurrence of any event which would likely cause a representation or warranty made herein to be untrue or inaccurate as of the Closing, or on any covenant, condition, or agreement contained herein not to be complied with or satisfied, such party shall provide written notice promptly to the other parties.
