Investigations; Survival of Representations and Warranties Sample Clauses

Investigations; Survival of Representations and Warranties. Each of the representations and warranties of the parties contained herein or in any Exhibit, Schedule, certificate, or other document delivered before or at the Closing shall continue and survive the Closing Date.
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Investigations; Survival of Representations and Warranties. The ---------------------------------------------------------- respective representations and warranties of the Shareholder and the Purchaser contained herein shall not be deemed waived or otherwise affected by any investigation made by any party hereto. Each and every such representation and warranty shall survive the Closing.
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Investigations; Survival of Representations and Warranties. The representations and warranties of the Seller and the Principals (collectively, the "Indemnifying Parties") contained in Section 3.1 hereof (the "Representations and Warranties") shall not be deemed waived or otherwise affected by any investigation by the Buyer and shall survive the Closing Date for a period of three (3) years (the "Warranty Period"). None of the representations and warranties of the Buyer in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing. This Section 5.1 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Closing Date.
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Investigations; Survival of Representations and Warranties. Except to the extent provided in Section 9.2(e), each of the representations and warranties of Principal Shareholders and Dauphin contained herein or in any Exhibit, Schedule, certificate, or other document delivered before or at the Closing shall continue and survive the Closing Date for a period of one year.
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Investigations; Survival of Representations and Warranties. The respective representations and warranties contained herein or in any certificates delivered pursuant to this Agreement prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any Party. The Parties agree that each and every such representation and warranty set forth in this Agreement, the representations and warranties deemed made as provided by Sections 6.04 and 7.04 and the indemnifications set forth in this Article VIII shall survive the Closing until the date which is 15 months after the Closing Date (the "Release Date"); provided, however, the rights of the Buyer Indemnified Parties against Seller with respect to Buyer Losses relating to a breach of a representation or warranty set forth in Section 3.25 (Tax Matters), and with respect to any Buyer Losses covered by Section 8.01(a) (Additional Taxes) and Buyer Losses covered by Section 8.01(e) (Indemnified Xxxxx), shall survive until the expiration of applicable statutes of limitations (including all waivers and extensions thereof). From and after the Release Date (except as otherwise set forth in the preceding sentence), neither Seller nor Buyer shall be under any liability whatsoever with respect to any such representation or warranty or any obligation or liability based upon such representation or warranty, except for breaches as to which a Party shall have given notice (specifying, with reasonable particularity, the facts establishing such breach and the specific nature and amount of damages sought) to the other Party prior to the Release Date. This Section 8.03 shall have no effect upon any other obligation of the Parties, whether to be performed before or after the Closing Date.
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Investigations; Survival of Representations and Warranties. The respective representations and warranties of SunTech and TNS contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party or parties hereto. Each and every such representation and warranty, together with the indemnification contained in Article XII hereof, shall survive the Closing through February 27, 2000.
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Investigations; Survival of Representations and Warranties. Notwithstanding any investigations or inquiries made by any Person prior to the Closing or the waiver of any conditions, the representations, warranties, covenants, and agreements of the parties, shall survive the Closing and, notwithstanding the Closing, shall continue in full force and effect.
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Investigations; Survival of Representations and Warranties. The respective representations and warranties of the Company on the one hand, and MIGHTY MACK xxx the Stockholders on the other, contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation make by any party hereto. Each and every such representation and warranty shall survive the Closing hereof (even if the party had reason to know of any misrepresentation or breach of warranty at the time of Closing) and shall continue in full force and effect for a period of three years thereafter (subject to any statutes of limitations).
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Related to Investigations; Survival of Representations and Warranties

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Exclusivity of Representations and Warranties NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT AND MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE MERGER TRANSACTIONS, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY OR ITS SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO PARENT OR MERGER SUB OR ANY OF THEIR REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES BY THE MANAGEMENT OR ON BEHALF OF THE COMPANY OR OTHERS IN CONNECTION WITH THE MERGER TRANSACTIONS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR \WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY PARENT OR MERGER SUB OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT OR THE MERGER TRANSACTIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN Article III, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY OR ITS SUBSIDIARIES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY PARENT OR MERGER SUB OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT AND THE MERGER TRANSACTIONS.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

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