Common use of Expiration of Representations and Warranties Clause in Contracts

Expiration of Representations and Warranties. All of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Purchaser and Seller with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agent, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Internet Business International Inc), Asset Purchase Agreement (DLR Funding, Inc.), Asset Purchase Agreement (DLR Funding, Inc.)

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Expiration of Representations and Warranties. All of the representations and ------------------------------------------------ warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Purchaser DCM and Seller IBII with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agenthereto, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Internet Business International Inc), Asset Purchase Agreement (Internet Business International Inc)

Expiration of Representations and Warranties. All Unless otherwise provided in the Warranty, all of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Purchaser and Seller the parties with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agenthereto, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Infe Human Resources Inc), Asset Purchase Agreement (Infe Human Resources Inc)

Expiration of Representations and Warranties. All of the representations and warranties set forth in Article 4 and Article 5 hereof, as the case may be, of this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Matrix, on the one hand, and Purchaser and Seller Parent, on the other hand, with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agenthereto, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matrix Bancorp Inc)

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Expiration of Representations and Warranties. All of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Purchaser the Sellers and Seller CDMP with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agenthereto, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cdmi Productions Inc)

Expiration of Representations and Warranties. All of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Purchaser SSI and Seller SwingStation LLC with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agent, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Imaging Resources Inc.)

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