Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE and BETA contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 3 contracts
Samples: Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.), Securities Exchange Agreement (Beta Music Group, Inc.)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE Shareholders and BETA the Purchaser contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year two years from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 3 contracts
Samples: Securities Exchange Agreement (Brighton Technologies Corp), Securities Exchange Agreement (Global Itechnology Inc), Securities Exchange Agreement (Glengarry Holdings LTD)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE SURGE Shareholders and BETA Boundless contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year two years from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 11 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 3 contracts
Samples: Merger Agreement (Surge Technologies Corp), Merger Agreement (Surge Technologies Corp), Merger Agreement (Boundless Vision Inc)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE MSSI, Esposito and BETA SSI contained in this xx xxxx Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
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Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Principal Shareholders, USAVE the Investor and BETA the Cosmo Group contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one (1) year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 VI shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cosmo Communications Corp)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE NYBD and BETA LEAGUE NOW contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (League Now Holdings Corp)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE VIEWPON, its officers and directors and BETA contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (Beta Music Group, Inc.)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE Integra and BETA Columbialum contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
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Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Principal Shareholders, USAVE the Mxxx Jxxx Group and BETA Pladeo contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 7 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
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Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE Company and BETA Corindus contained in this Acquisition Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Acquisition Agreement shall will survive for a period of one (1) year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall will survive until for a period of two (2) years from the applicable statutes consummation of limitations have expiredthe transactions contemplated hereby; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall will survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange and Acquisition Agreement (Your Internet Defender, Inc)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE Global and BETA 1STOP contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (1stopsale Com Holdings Inc)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE SiriComm, and BETA FPHI contained in this Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
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Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the ShareholdersStockholders, USAVE CareView, and BETA ECGT contained in this Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (CareView Communications Inc)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE Bong and BETA Millennium contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (Millennium Prime, Inc.)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of Ascot, Caribsun and the Shareholders, USAVE and BETA Purchaser contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year five years from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 7 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (Great American Backrub Store Inc)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE MSSI, Esposito and BETA SSI contained in this Agreement, or any Schedule attached hereto xxxxxx or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
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Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE S2 New York, and BETA INCA contained in this Agreement, or any Schedule schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (Accident Prevention Plus Inc)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE eGo and BETA American Security Resources contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (American Security Resources Corp.)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE GPEH and BETA Dr. Owl contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (Green Power Energy Holdings Corp)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the ShareholdersShareholder, USAVE IPoint and BETA Swordfish contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
Appears in 1 contract
Samples: Securities Exchange Agreement (Swordfish Financial, Inc.)
Survival of Covenants and Agreements. The respective representations, warranties, covenants and agreements of the Shareholders, USAVE Decorate and BETA Guidelocator contained in this Agreement, or any Schedule attached hereto or any agreement or document delivered pursuant to this Agreement shall survive for a period of one year twelve months from the consummation of the transactions contemplated hereby; provided, however, that the representations, warranties and agreements made with regard to taxes and ERISA matters shall survive until the applicable statutes of limitations have expired; and provided further, however, that with respect to any covenant, term or provision to be performed hereunder or in any of the Schedules hereto or any documents or agreements delivered hereunder, the right of indemnification under this Article 8 7 shall survive until such covenant, term or provision has been fully paid, performed or discharged.
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