Common use of Survival; Knowledge Clause in Contracts

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.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Optical Concepts of America Inc), Stock Purchase Agreement (Western Gaming Corp), Stock Purchase Agreement (Skreem Entertainment Corp)

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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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Freewillpc Com Inc), Stock Purchase Agreement (Navigator Ventures Inc), Stock Purchase Agreement (Steam Cleaning Usa Inc)

Survival; Knowledge. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or the Ancillary Agreements or in any instrument or document delivered or to be delivered pursuant to this AgreementAgreement or the Ancillary Agreements, shall survive the execution of this Agreement and the Acquisition 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 twelve (1812) months from the Acquisition 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Management Consultants Inc)

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 twenty-four (1824) 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Care Concepts I Inc /Fl/)

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Survival; Knowledge. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or the Ancillary Agreements 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Management Consultants Inc)

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