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

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company files the Tax Return relating to the taxable period from December 31, 1998 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Securities Purchase Agreement (Regent Group Inc /De)

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Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company Tax files the Tax Return relating to the taxable period from December 31, 1998 1999 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Tiberon Resources LTD)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company GHI files the Tax Return relating to the taxable period from December 31January 1, 1998 2002 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Golden Hole Inc)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each covenant and agreement in this Agreement shall survive the Closing without limitation as to time until fully performed performed, and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 and 3.26 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company Tax files the Tax Return relating to the taxable period from December 31, 1998 2001 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Rimpac Resources LTD/Nm)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company GALAXY files the Tax Return relating to the taxable period from December 311, 1998 2002 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Galaxy Investments Inc)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13Section 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company LEXON files the Tax Return relating to the taxable period from December 31January 1, 1998 2002 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Lexon Inc/Ok)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company XXXXXXX files the Tax Return relating to the taxable period from December 31January 1, 1998 2005 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Worldwide Strategies Inc)

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Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company CCI files the Tax Return relating to the taxable period from December 31January 1, 1998 2002 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Crossnet Communications Inc)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company Tax files the Tax Return relating to the taxable period from December 31, 1998 1999 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (BCS Investment Corp)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company BRAVO files the Tax Return relating to the taxable period from December 31April 1, 1998 2005 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (Bravo Resources LTD)

Survival of Agreements, Representations and Warranties. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in Section 2.5 SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in Sections 2.13SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which the Company ITI files the Tax Return relating to the taxable period from December 31January 1, 1998 2002 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article 7 VIII prior to the termination of the relevant survival period.

Appears in 1 contract

Samples: Share Exchange Agreement (I Track Inc)

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