Survival and Exclusivity of Representations and Warranties Sample Clauses

Survival and Exclusivity of Representations and Warranties. The parties hereto agree that their respective representations and warranties contained in this Agreement shall survive for a period of eighteen (18) months after the Closing Date; provide, however, that the representations and warranties of the Selling Shareholders, the Major Shareholder and the Investor contained in Sections 3.1 through 3.4, Sections 4.1 through 4.4, and Sections ------------ --- ------------ --- -------- 5.1 through 5.6, as well as all covenants and agreements contained herein, shall --- --- survive without limitation, and the representations contained in Section 4.10, ------------ Section 4.11 and Section 4.14 shall survive for the applicable statutes of ------------ ------------ limitations. The obligation of the Major Shareholder to pay any Special Indemnity Losses shall survive until the expiration of the statutes of limitation applicable to the matters giving rise to the obligation to pay such Special Indemnity Losses. The Investor and FSEP IV acknowledge that they have agreed to complete the Merger based solely on the representations and warranties of the Corporation and the Selling Shareholders expressly set out in this Agreement (which are the only representations and warranties made by Major Shareholder and the Selling Shareholders) and the due diligence investigation made by Investor and FSEP IV. Investor has not relied on, and the Corporation and the Selling Shareholders shall have no liability arising out of, any other information provided by or on behalf of the Corporation and the Selling Shareholders in connection with the Investor's and FSEP IV's decision to complete the Merger. Without limiting the generality of the foregoing, Investor acknowledges and agrees that prior to and during the negotiation of this Agreement, the Corporation prepared various projections, forecasts and budgets relating to the Corporation and the Subsidiaries and their future revenues, income, cash flows, and other economic data, including the underlying assumptions and basis thereof (collectively, the "FORECASTS"). The Forecasts, together with certain other information pertaining to the investment considerations, history, operations, and market, industry, and similar data of or relating to the Corporation and the Subsidiaries were set out in a Confidential Memorandum delivered to the Investor (the "MEMORANDUM"). The Investor agrees that it has not relied on the Forecasts or the Memorandum, or the Corporation's and the Selling Shareholders' or the...
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Related to Survival and Exclusivity of Representations and Warranties

  • 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.

  • 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.

  • 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 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.

  • 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.

  • 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 Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • 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.

  • 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.

  • 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.

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