Common use of REPRESENTATIONS OF VESTCOM AND NEWCO Clause in Contracts

REPRESENTATIONS OF VESTCOM AND NEWCO. VESTCOM and NEWCO severally and jointly represent and warrant that (i) all of the following representations and warranties are true at the date of this Agreement and shall be true at the Closing Date and the Consummation Date and that such representations and warranties shall survive the Consummation Date until the Expiration Date, except that (ii) the representations and warranties in Sections 6.2 and 6.4 shall survive until the tenth (10th) anniversary of the Consummation Date, with shall be deemed the "Expiration Date" for Sections 6.2 and 6.4, and (iii) solely for purposes of Section 11.2(iv) hereof, and solely to the extent that in connection with the IPO the STOCKHOLDERS actually incur liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable statute of limitations period.

Appears in 4 contracts

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

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REPRESENTATIONS OF VESTCOM AND NEWCO. VESTCOM and NEWCO severally and jointly represent and warrant that (i) all of the following representations and warranties are true at the date of this Agreement and shall be true at -44- 52 the Closing Date and the Consummation Date and that such representations and warranties shall survive the Consummation Date until the Expiration Date, except that (ii) the representations and warranties in Sections 6.2 and 6.4 shall survive until the tenth (10th) anniversary of the Consummation Date, with which shall be deemed the "Expiration Date" for Sections 6.2 and 6.4, and (iii) solely for purposes of Section 11.2(iv) hereof, and solely to the extent that in connection with the IPO the STOCKHOLDERS actually incur liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable statute of limitations period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vestcom International Inc)

REPRESENTATIONS OF VESTCOM AND NEWCO. VESTCOM and NEWCO severally and jointly solidarily (without benefit of division or discussion) represent and warrant that (i) all of the following representations and warranties are true at the date of this Agreement and shall be true at the Closing Date and the Consummation Date and that such representations and warranties shall survive the Consummation Date until the Expiration Date, Date except that (iii) the representations and warranties in Sections 6.2 and 6.4 shall survive until the tenth (10th) anniversary of the Consummation Date, with which shall be deemed to be the "Expiration Date" Date for Sections 6.2 and 6.4, 6.4 and (iiiii) solely for purposes of Section 11.2(iv11.2 (iii) hereof, and solely to the extent that in connection with the IPO the STOCKHOLDERS actually incur liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable statute of limitations period.

Appears in 1 contract

Samples: Share Purchase Agreement (Vestcom International Inc)

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REPRESENTATIONS OF VESTCOM AND NEWCO. VESTCOM and NEWCO severally and jointly represent and warrant that (i) all of the following representations and warranties are true at the date of this Agreement and shall be true at the Closing Date and the Consummation Date and that such representations and warranties shall survive the Consummation Date until the Expiration Date, except that (ii) the representations and warranties in Sections 6.2 and 6.4 shall survive until the tenth (10th) anniversary of the Consummation Date, with which shall be deemed the "Expiration Date" for Sections 6.2 and 6.4, and (iii) solely for purposes of Section 11.2(iv) hereof, and solely to the extent that in connection with the IPO the STOCKHOLDERS actually incur liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable statute of limitations period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vestcom International Inc)

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