Common use of Nature and Survival of Representations Clause in Contracts

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 38 contracts

Samples: Agreement and Plan of Reorganization (Barossa Coffee Company, Inc.), Merger Agreement (Premier Beverage Group Corp), Merger Agreement (Dam Holdings Inc)

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Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year two years from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 20 contracts

Samples: Share Exchange Agreement (Intelligent Motor Cars Group Inc), Stock Purchase Agreement (Smitten Press Local Lore & Legends Inc), Asset Purchase Agreement (Netholdings Com Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth hereintherein.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Kleenair Systems Inc), Reorganization Agreement (Turer Corp), Agreement and Plan of Reorganization (Ivi Communications Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing Date hereunder and the consummation of the transactions contemplated hereby for one year two (2) years from the ClosingClosing Date. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or on any representationrepresentations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Birshstein Boris), Agreement and Plan of Reorganization (Nutronics International Inc), Reorganization Agreement (Solar Group Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any a party in to this Agreement shall survive the Closing execution of this Agreement and the consummation of the transactions contemplated hereby for one year from the Closinghereby. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance Agreement, and relying solely on upon the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which he she or it might have made made, or any representation, warrantywarranties, agreementagreements, promise promises or information, written or oral, made by the other party party, or any other person by persons other than as specifically set forth herein.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Life Energy & Technology Holdings Inc), Agreement and Plan of Reorganization (Health Pak Inc), Agreement and Plan of Reorganization (Life Energy & Technology Holdings Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any a party in to this Agreement shall survive the Closing execution of this Agreement and the consummation of the transactions contemplated hereby for one year from the Closinghereby. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance Agreement, and relying solely on upon the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which they or it might have made or any representation, warrantywarranties, agreementagreements, promise promises or information, written or oral, oral made by the other party party, or any other person by persons other than as specifically set forth herein.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Instachem Systems Inc), Stock Purchase Agreement (CDX Com Inc), Stock Purchase Agreement (Gasel Transportation Lines Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for one year from the Closinghereby. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representationrepresentations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Legalopinion Com), Agreement and Plan of Reorganization (Legalopinion Com), Agreement and Plan of Reorganization (Commonwealth Equities Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any a party in to this Agreement shall survive the Closing execution of this Agreement and the consummation of the transactions contemplated hereby for one year from the Closinghereby. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance Agreement, and relying solely on upon the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made made, or any representation, warrantywarranties, agreementagreements, promise promises or information, written or oral, made by the other party party, or any other person by persons other than as specifically set forth herein.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Xetal Inc), Agreement and Plan of Reorganization (Xetal Inc)

Nature and Survival of Representations. All representations, warranties warranties, promises, and covenants made by any a party in to this Agreement and set forth herein, or in any Exhibit hereto, shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions execution of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than its closing as specifically set forth herein.

Appears in 2 contracts

Samples: Share Purchase Agreement (Light Management Group Inc), Share Exchange Agreement (Light Management Group Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for one year two years from the Closingdate hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representationrepresentations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Guitron International Inc), Agreement and Plan of Reorganization (Guitron International Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year four years from the ClosingClosing date. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Share Exchange Agreement (Bonanza Gold Inc), Share Exchange Agreement (Bonanza Gold Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party parry or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Reorganization Agreement (Xtreme Companies Inc), Agreement and Plan of Reorganization (Utah Clay Technology Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which he/she/it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement (EdgeTech International Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year four years from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Intellectual Property License Agreement (Dendo Global Corp)

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Nature and Survival of Representations. All representations, ------------------------------------------- warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties par-ties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nettaxi Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the ClosingClosing date. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement (Green Plains Renewable Energy, Inc.)

Nature and Survival of Representations. 8.1 All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby closing hereunder for one year from after the Closing. All Each of the parties hereto are is executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements Agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representationrepresentations, warranty, agreementAgreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement (Victory Capital Holdings Corp)

Nature and Survival of Representations. All representations, warranties and covenants made by any either party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for one year two years from the Closingdate hereof. All Each of the parties hereto are is executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representationrepresentations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Plan of Exchange (Seychelle Environmental Technologies Inc /Ca)

Nature and Survival of Representations. All representations, warranties and covenants made by any a party in to this Agreement shall survive the Closing execution of this Agreement and the consummation of the transactions contemplated hereby for one year from the Closinghereby. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance Agreement, and relying solely on upon the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which they or it might have made or any representation, warrantywarranties, agreementagreements, promise promises or information, written or oral, oral made by the other party party, or any other person by persons other than as specifically set forth herein.

Appears in 1 contract

Samples: Termination Notice

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for one (1) year from the Closingdate hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by at the other party or any other person other than as specifically set forth hereinClosing of the transactions herein provided for.

Appears in 1 contract

Samples: Reorganization Agreement (Quazon Corp /Nv/)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one (1) year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Xtreme Companies Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year three years from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement (Drinks Americas Holdings, LTD)

Nature and Survival of Representations. All representations, warranties -------------------------------------- and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year two years from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement (Vital Health Technologies Inc)

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