Common use of Survival; Knowledge Clause in Contracts

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, without investigation, of that individual.

Survival; Knowledge. The covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall not survive the Effective Time for a period of 18 months thereafterTime, except for those contained in or made pursuant to Sections 2.01 Articles III and 5.01(m) and Article IX, which shall survive for two years following the Effective TimeIV. The statements contained in any document executed by MEG Incumaker or Acquisition SAC relating hereto or delivered to Intellicell Sky in connection with the transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of MEG Incumaker or Acquisition SAC pursuant hereto or thereto or delivered to Intellicell Sky 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 Incumaker and Acquisition SAC 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 Sky relating hereto or delivered to MEG Incumaker or Acquisition SAC in connection with the transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of Intellicell Sky pursuant hereto or thereto or delivered to MEG Incumaker or Acquisition SAC 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 Sky hereunder for all purposes of this Agreement (including all statements, certificates, or other instru­ments 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 its knowledge” or “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, without investigation, of that individual.

Survival; Knowledge. The covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall not survive the Effective Time for a period of 18 months thereafterTime, except for those contained in or made pursuant to Sections 2.01 and 2.01, 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 VNI or Acquisition relating hereto or delivered to Intellicell Titan in connection with the 79 transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of MEG VNI or Acquisition pursuant hereto or thereto or delivered to Intellicell Titan 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 VNI 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 Titan relating hereto or delivered to MEG VNI 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 Titan pursuant hereto or thereto or delivered to MEG VNI 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 Titan hereunder for all purposes of this Agreement (including all statements, certificates, or other instru­ments 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 its knowledge" or "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 's knowledge” " the individual shall have imputed to that individual only the actual conscious awareness of facts or other information, without investigation, of that individual.. 80

Survival; Knowledge. The covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall not survive the Effective Time for a period of 18 months thereafterTime, except for those contained in or made pursuant to Sections 2.01 and 5.01(m) 2.01, and Article IX, which shall survive for two years following the Effective Time. The statements contained in any document executed by MEG AVUG or Acquisition relating hereto or delivered to Intellicell OncoVista in connection with the transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of MEG AVUG or Acquisition pursuant hereto or thereto or delivered to Intellicell OncoVista 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 AVUG 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 OncoVista relating hereto or delivered to MEG AVUG 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 OncoVista pursuant hereto or thereto or delivered to MEG AVUG 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 OncoVista hereunder for all purposes of this Agreement (including all statements, certificates, or other instru­ments 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 its knowledge” or “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, without investigation, of that individual.