REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company and the Stockholders jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A) are true at the date of this Agreement and, subject to Section 6.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date. Each of the Company and the Stockholders agrees that such representations and warranties shall survive the Funding and Consummation Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 4.22, (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company or a Stockholder, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Quanta Services Inc), Agreement and Plan of Organization (Quanta Services Inc)
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company COMPANY and the Stockholders STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A5(A) are true at the date of this Agreement and, subject to Section 6.8 7.8 hereof, shall be true at the time of Pre-Closing and the Funding and Consummation Closing Date. Each of the Company COMPANY and the Stockholders STOCKHOLDERS agrees that such representations and warranties shall survive the Funding and Consummation Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 5.23 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Closing Date, which shall be deemed to be the Expiration Date for Section 4.22, 5.23 and (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI VPI actually incurs liability under the 1933 Act, the 1934 Act, Act or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company COMPANY or a Stockholderthe STOCKHOLDERS, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 45, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company COMPANY and the Stockholders STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A5(A) are true at the date of this Agreement and, subject to Section 6.8 7.8 hereof, shall be true at the time of Pre-Closing and the Funding and Consummation Closing Date. Each of the Company COMPANY and the Stockholders STOCKHOLDERS agrees that such representations and warranties shall survive the Funding and Consummation Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 5.23 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Closing Date, which shall be deemed to be the Expiration Date for Section 4.22, 5.23 and (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI VPI actually incurs liability under the 1933 Act, the 1934 Act, Act or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company COMPANY or a Stockholderthe STOCKHOLDERS, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.of
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company COMPANY and the Stockholders STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A5(A) are true at the date of this Agreement and, subject to Section 6.8 7.8 hereof, shall be true at the time of Pre-Closing and the Funding and Consummation Closing Date. Each of the Company COMPANY and the Stockholders STOCKHOLDERS agrees that such representations and warranties shall survive the Funding and Consummation Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 5.23 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Closing Date, which shall be deemed to be the Expiration Date for Section 4.22, 5.23 and (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI VPI actually incurs liability under the 1933 Act, the 1934 Act, Act or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company COMPANY or a Stockholderthe STOCKHOLDERS, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.applicable
Appears in 1 contract
Samples: Agreement and Plan of Organization (Vacation Properties International Inc)
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company COMPANY and the Stockholders STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A5(A) are true at the date of this Agreement and, subject to Section 6.8 7.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date. Each of the Company COMPANY and the Stockholders STOCKHOLDERS agrees that such representations and warranties shall survive the Funding and Consummation Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 5.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 4.22, 5.22 and (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI TSII actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company COMPANY or a StockholderSTOCKHOLDER, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.such
Appears in 1 contract
Samples: Agreement and Plan of Organization (Travel Services International Inc)
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company COMPANY and the Stockholders STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A5(A) are true at the date of this Agreement and, subject to Section 6.8 7.8 hereof, shall be true at the time of Pre-Closing and the Funding and Consummation Closing Date. Each of the Company COMPANY and the Stockholders STOCKHOLDERS agrees that such representations and warranties shall survive the Funding and Consummation Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 5.23 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Closing Date, which shall be deemed to be the Expiration Date for Section 4.22, 5.23 and (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI VPI actually incurs liability under the 1933 Act, the 1934 Act, Act or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company COMPANY or a Stockholderthe STOCKHOLDERS, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.the
Appears in 1 contract
Samples: Agreement and Plan of Organization (Vacation Properties International Inc)
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company COMPANY and the Stockholders STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A5(A) are true at the date of this Agreement and, subject to Section 6.8 7.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date. Each of the Company COMPANY and the Stockholders STOCKHOLDERS agrees that such representations and warranties shall survive the Funding and Consummation Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 5.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 4.22, 5.22 and (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI TSII actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company COMPANY or a Stockholderthe STOCKHOLDERS, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.such
Appears in 1 contract
Samples: Agreement and Plan of Organization (Travel Services International Inc)