Survival; Knowledge Clause Samples
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Survival; Knowledge. The covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive the Effective Time for a period of 18 months thereafter, except for those contained in or made pursuant to Sections 2.01 and 5.01(m) and Article IX, which shall survive for two years following the Effective Time. The statements contained in any document executed by MEG or Acquisition relating hereto or delivered to Intellicell in connection with the transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of MEG or Acquisition pursuant hereto or thereto or delivered to Intellicell in connection with the transactions contemplated hereby or thereby shall be deemed representations and warranties, covenants and agreements, or conditions, as the case may be, of MEG and Acquisition hereunder for all purposes of this Agreement (including all statements, certificates, or other instruments delivered pursuant hereto or thereto or delivered in connection with this Agreement, the Merger, or any of the other transactions contemplated hereby or thereby). The statements contained in any document executed by Intellicell relating hereto or delivered to MEG or Acquisition in connection with the transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of Intellicell pursuant hereto or thereto or delivered to MEG or Acquisition in connection with the transactions contemplated hereby or thereby shall be deemed representations and warranties, covenants and agreements, or conditions, as the case may be, of Intellicell hereunder for all purposes of this Agreement (including all statements, certificates, or other instruments delivered pursuant hereto or thereto or delivered in connection with this Agreement, the Merger, or any of the other transactions contemplated hereby or thereby). For the purposes of this Agreement, where an entity represents and warrants a fact “to the best of its knowledge” it shall have imputed to its knowledge only the actual conscious awareness of facts or other information, without investigation, of the executive officers and the chief financial officer of the entity and its subsidiaries. Where an individual represents and warrants a fact “to the best of the individual’s knowledge” the individual shall have imputed to that individual only the actual conscious awareness of facts or other information, w...
Survival; Knowledge. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) all representations and warranties shall survive and continue until eighteen (18) months from the Closing Date (the “Anniversary Date”), except for representations and warranties for which a claim for indemnification hereunder (an “Indemnification Claim”) shall be pending as of the Anniversary Date, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof.
Survival; Knowledge. (a) The representations and warranties of Seller and Buyer in ARTICLE VI (other than the representations in Section 6.01(g) and Section 6.02(g)) and the covenants and agreements of Seller shall survive the Closing for a period of 12 months. Subject to the foregoing and as set forth in Section 12.09(b) and Section 12.09(c), the remainder of this Agreement shall survive the Closing without time limit. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration; provided, however, that there shall be no termination of any bona fide claim 39 asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date.
(b) The indemnities in Section 12.02 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered on or before such termination date.
(c) The indemnities in Section 12.04 shall terminate as of the second anniversary of the execution of this Agreement.
Survival; Knowledge. (a) All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that: (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) subject to SECTION 10.6, all representations and warranties shall survive and continue until one (1) year from the Closing Date (the "Anniversary Date"), except for (x) those representations and warranties set forth in SCHEDULE 10.5(A) hereto, which shall survive until expiration of the applicable statute of limitations with respect thereto, and (y) representations and warranties for which a claim for indemnification hereunder (an "Indemnification Claim") shall be pending as of such date of termination, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof.
(b) The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.
Survival; Knowledge. Except as otherwise provided in Sections 4.4 and 4.5 hereof, all representations, warranties, covenants, and obligations in this Agreement, the Schedules, the supplements to the Schedules, the certificate delivered pursuant to Section 1.7.1(g), and any other certificate or document delivered pursuant to this Agreement will survive the Closing and continue in perpetuity and in full force and effect thereafter. The right to indemnification, payment of Damages (as hereinafter defined) or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding any Knowledge or facts determined by the Buyer, the Buyer shall have the right to fully rely on the representations, warranties, covenants and agreements of the Sellers contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the Sellers contained in this Agreement is independent of each other representation, warranty, covenant and agreement.
Survival; Knowledge. All representations and warranties, covenants and agreements of the parties made in this Agreement shall survive the Closing for a period of 36 months after the Closing Date, unless otherwise specifically provided herein. The right to indemnification, payment of damages or other remedy based on representations, warranties, covenants and obligations herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants and obligations.
Survival; Knowledge. The representations, warranties, ------------------- covenants and agreements set forth in this Agreement or in any certificate or other writing delivered in connection with this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby notwithstanding any examination made for or on behalf of any party. For the purposes of this Agreement, the term "knowledge" (or words of similar import) of any party shall mean the actual present knowledge of such party after inquiry of each other person known to such party to be in possession of, or in a position to be aware of, information relating to the matter in question.
Survival; Knowledge. All representations, warranties, covenants and agreements made by the Seller and the Buyer in this Agreement, the Disclosure Schedule and the documents to be executed in connection with this Agreement, shall survive the Closing. No representation or warranty shall be deemed to be waived or otherwise diminished as a result of any due diligence investigation by the party to whom the representation or warranty was made, as a result of any actual or constructive knowledge by such party with respect to any facts, circumstances or claims or that any representation or warranty is false, in each case, whether before or after the execution and delivery of this Agreement or at the time of Closing. A party's consummation of the transactions contemplated hereby after waiving any of the conditions to its obligation to close (including the condition that the other party's representations and warranties be true in all material respects) shall not limit or otherwise affect its rights to recover under this Article VII.
Survival; Knowledge. The representations and warranties contained in this Contract shall survive the Closing Date for a period of 270 days from the Closing Date. Any claim made under the representations and warranties contained in this Contract must be asserted by filing a cause of action in a court of competent jurisdiction against the party making such representation or warranty within said two hundred seventy (270) day period, or such claim shall be forever barred. As used herein, the term "Seller's current actual knowledge" shall mean and refer to only the current actual knowledge of the Designated Representative (as hereinafter defined) of the Seller and shall not be construed to refer to the knowledge of any other partner, officer, director, agent, employee or representative of the Seller, or any affiliate of the Seller, or to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such Designated Representative any individual personal liability. As used herein, the Term "Designated Representative" shall refer to James C. Hopke and Dan Hicks.
Survival; Knowledge. The representations and warranties of the parties set forth in this Agreement shall survive until the Closing Date and thereafter shall be of no further force or effect, provided that the representations and warranties made by 7th Level contained in Sections 3.02, 3.03, 3.08, 3.11, 3.12, 3.13, 3.14, 3.19 and 3.21 and the representations and warranties made by Panmedia contained in Sections 4.02, 4.03, 4.08, 4.11, 4.12, 4.13, 4.14, 4.19, 4.21 and 5.01 shall survive until May 31, 2000. For purposes of this Article VII, such representations and warranties shall be deemed to have been given and made on the Closing Date. Following the expiration of the periods set forth above with respect to any particular representation or warranty, no party hereto shall have any further liability with respect to such representation or warranty. Except as set forth herein, all of the covenants, agreements and obligations of the parties hereto shall survive the Closing indefinitely (or if indefinite survival is not permitted by law, then for the maximum period permitted by applicable law), except if the survival for more than one year would be inconsistent with the "pooling of interests" accounting treatment under GAAP then such covenant, agreement and obligation shall survive until May 31, 2000. Anything herein to the contrary notwithstanding, any claim for indemnification that is asserted by written notice which notice specifies in reasonable detail the facts upon which such claim is made as provided in this Article VII within the survival period shall survive until resolved pursuant to a final non-appealable judicial determination or otherwise in accordance with this Agreement.