Effectiveness of Representations, Warranties and Agreements, Etc Sample Clauses

Effectiveness of Representations, Warranties and Agreements, Etc. (a) Except as otherwise provided in this Section 8.1, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.1, as the case may be, except that the agreements set forth in Article I and Section 5.7 shall survive the Effective Time indefinitely and those set forth in Section 7.3 shall survive such termination indefinitely. Nothing in this Section 8.1(a) shall relieve any party for any breach of any representation, warranty or agreement in this Agreement occurring prior to termination.
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Effectiveness of Representations, Warranties and Agreements, Etc. The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time and shall continue in full force and effect for a period of one year following the Effective Time. The covenants and agreements of the parties contained in this Agreement shall survive the Effective Time unless and until they are otherwise terminated pursuant to their terms as a matter of applicable laws.
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Effectiveness of Representations, Warranties and Agreements, Etc. (a) Except as otherwise provided in this Section 12.01 and Section 11.02, the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations and warranties in Articles II and III shall survive the closing until earlier of June 30, 2002 or the 45th day after delivery of the audited financial statements of the Company for the year ending December 31, 2001; provided, however, that the representations in Sections 2.01 - 2.04, 2.11, 2.12, 2.15, 2.26 and 3.01, 3.02 and 3.08 shall survive until the 13th day after expiration of the applicable statute of limitations and provided, further, that the representations in Section 2.16 (Environmental) shall survive until the fourth anniversary of the date hereof. All statements contained in any Schedule hereto or in any certificate delivered by or on behalf of the parties pursuant to this -56- 63 Agreement shall be deemed representations and warranties by the parties hereunder. All covenants and agreements of the parties herein shall terminate as of the Closing or upon the termination of this Agreement pursuant to Article X, as the case may be. Notwithstanding the preceding sentence, the covenants and agreements set forth in Sections 5.04 and 5.06, Articles IX, XI and XII shall survive the Closing indefinitely and those set forth in Section 10.03 shall survive any such termination (whether at the Closing Date or pursuant to Article X) indefinitely. Nothing in this Section 12.01(a) shall relieve any party for any breach of any representation, warranty or agreement in this Agreement occurring prior to termination.
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Effectiveness of Representations, Warranties and Agreements, Etc. Except as otherwise provided in this SECTION 10.01, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers or directors, whether prior to or after the execution of this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to SECTION 9.01, as the case may be, except that the agreements set forth in Article III and SECTION 7.06 shall survive the Effective Time indefinitely and those set forth in SECTIONS 7.04, 9.02 AND 9.03 shall survive such termination indefinitely. Nothing in this SECTION 10.01 shall relieve any party for any breach of any representation, warranty or agreement in this Agreement occurring prior to termination.
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Related to Effectiveness of Representations, Warranties and Agreements, Etc

  • Effectiveness of Representations, Warranties and Agreements (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement.

  • Continued Effectiveness of Representations and Warranties From the date hereof through the Closing Date, the Shareholder and the Company shall conduct its business in such a manner so that the representations and warranties contained in Section 2 shall continue to be true and correct on and as of the Closing Date and as if made on and as of the Closing Date, and shall:

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • 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 one (1) year after the Closing Date.

  • Issuer’s Representations, Warranties and Agreements To induce Subscriber to purchase the Shares, the Issuer hereby represents and warrants to Subscriber and agrees with Subscriber as follows:

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Agreements Section 6.01.

  • Company’s Representations, Warranties and Agreements To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

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