Common use of Representations, Warranties, Covenants and Agreements Clause in Contracts

Representations, Warranties, Covenants and Agreements. Unless otherwise expressly provided for in this Agreement: (a) All representations and warranties and covenants contained in this Agreement, any schedule, exhibit, the Disclosure Schedule or certificate or document delivered pursuant hereto in connection with the transactions contemplated by this Agreement or the Transaction Documents (the "Warranties") shall survive one calendar month following the end of the Determination Period or the Closing Date whichever is later. (b) Each of the Warranties is true and correct in all material respects on and as of the Effective Date and the Closing Date, provided that the representations and warranties and conveants made under Sections 3.04A(a), 5.07, 5.12, 5.13 and 5.17 shall be true and correct on and as of the Effective Date and the Closing Date. (c) None of the Warranties are extinguished or affected by any investigation made by or on behalf of a Party into the affairs of another Party. Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (CDC Corp)

AutoNDA by SimpleDocs

Representations, Warranties, Covenants and Agreements. Unless otherwise expressly provided for in this Agreement: (a) All representations and warranties and covenants contained in this Agreement, any schedule, exhibit, the Disclosure Schedule or certificate or document delivered pursuant hereto in connection with the transactions contemplated by this Agreement or the Transaction Documents (the "Warranties") shall survive one calendar month following through to the end date prescribed by Section 10.03 of the Determination Period or the Closing Date whichever is laterthis Agreement. (b) The covenants of the Parties shall survive the Closing, except otherwise set forth in Sections 5 or 6. (c) Each of the Warranties is are true and correct in all material respects on and as of the Effective Date, the Closing Date and the Closing Dateif specified on any other date, provided that the representations and warranties and conveants on such date, as though such representation or warranty was made under Sections 3.04A(a), 5.07, 5.12, 5.13 and 5.17 shall be true and correct on and as each of the Effective Date and the Closing Datethose dates. (cd) None of the Warranties are extinguished or affected by any investigation made by or on behalf of a Party into the affairs of another Party. Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (CDC Corp)

Representations, Warranties, Covenants and Agreements. Unless otherwise expressly provided for in this Agreement: (a) All representations and warranties and covenants contained in this Agreement, any schedule, exhibit, the Disclosure Schedule or certificate or document delivered pursuant hereto in connection with the transactions contemplated by this Agreement or the Transaction Documents (the "Warranties") shall survive one calendar month following through to the end date prescribed by Section 10.03 of the Determination Period or the Closing Date whichever is laterthis Agreement. (b) The covenants and agreements of the Parties shall survive the Closing. (c) Each of the Warranties is are true and correct in all material respects on and as of the Effective Date, the Closing Date and the Closing Dateif specified on any other date, provided that the representations and warranties and conveants on such date, as though such representation or warranty was made under Sections 3.04A(a), 5.07, 5.12, 5.13 and 5.17 shall be true and correct on and as each of the Effective Date and the Closing Datethose dates. (cd) None of the Warranties are extinguished or affected by any investigation made by or on behalf of a Party into the affairs of another Party. Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Chinadotcom Corp)

Representations, Warranties, Covenants and Agreements. Unless otherwise expressly provided for in this Agreement: (a) All representations and warranties and covenants contained in this Agreement, any schedule, exhibit, the Disclosure Schedule or certificate or document delivered pursuant hereto in connection with the transactions contemplated by this Agreement or the Transaction Documents (the "Warranties") shall survive one calendar month following the end of the Determination Period or the Closing Date whichever is later. (b) Each of the Warranties is true and correct in all material respects on and as of the Effective Date and the Closing Date, provided that the representations and warranties and conveants convenants made under Sections 3.04A(a), 5.07, 5.12, 5.13 and 5.17 shall be true and correct on and as of the Effective Date and the Closing Date. (c) None of the Warranties are extinguished or affected by any investigation made by or on behalf of a Party into the affairs of another Party. Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (CDC Corp)

AutoNDA by SimpleDocs

Representations, Warranties, Covenants and Agreements. Unless otherwise expressly provided for in this Agreement: (a) All representations and warranties and covenants contained in this Agreement, any schedule, exhibit, the Disclosure Schedule or certificate or document delivered pursuant hereto in connection with the transactions contemplated by this Agreement or the Transaction Documents (the "Warranties") shall survive one calendar month following the end of the Determination Period or the Closing Date whichever is laterEarnout Period. (b) Each of the Warranties is are true and correct in all material respects on and as of the Effective Date and the Closing Date, provided that the . The representations and warranties and conveants made under in Sections 3.04A(a), 3.27, 3.28, 5.07, 5.125.13, 5.13 5.14 and 5.17 5.16 shall be true and correct on and as of the Effective Date and date of each Earnout Payment to the Closing Dateextent applicable. (c) None of the Warranties are extinguished or affected by any investigation made by or on behalf of a Party into the affairs of another Party. Each Party acknowledges that it has made and Final given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (CDC Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!