Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 24 contracts
Samples: Securities Purchase Agreement (Virtual Piggy, Inc.), Securities Purchase Agreement (Blue Calypso, Inc.), Securities Purchase Agreement (Virtual Piggy, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months two (2) years from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 16 contracts
Samples: Exchange Agreement (Sleepaid Holding Co.), Exchange Agreement (Nascent Biotech Inc.), Exchange Agreement (Cleantech Transit, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.4
Appears in 6 contracts
Samples: Securities Purchase Agreement (BPK Resources Inc), Securities Purchase Agreement (Touchstone Resources Usa, Inc.), Securities Purchase Agreement (Touchstone Resources Usa, Inc.)
Survival of Representations, Warranties and Covenants. The All of the representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closingwarranties, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect for the Survival Period; provided, however, that in all cases, (a) representations and warranties in respect of which an indemnification claim shall be pending as of the end of the applicable period referred to above shall survive with respect to such indemnification claim until the final disposition thereof and (b) all covenants and agreements that contemplate performance following the Closing shall survive in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminaterespective terms as provided in this Agreement.
Appears in 6 contracts
Samples: Share Exchange Agreement (Myrick Frederick JR), Share Exchange Agreement (Peck Jeffrey), Share Exchange Agreement (Jensyn Acquisition Corp.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the ClosingJune 30, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely2010. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 5 contracts
Samples: Share Exchange and Acquisition Agreement (Royal Style Design Inc.), Exchange and Acquisition Agreement (Royal Style Design Inc.), Exchange and Acquisition Agreement (Royal Style Design Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from after the Closing, except that (i) the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a)3.3, 3.5, 3.6, 3.9, 3.12, 3.17, 4.1, 4.2, 4.4 and 4(b) 4.5 shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 5 contracts
Samples: Merger Agreement (IElement CORP), Merger Agreement (IElement CORP), Merger Agreement (IElement CORP)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a3(d), 4(a) and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 4 contracts
Samples: Securities Purchase Agreement (National Health Partners Inc), Securities Purchase Agreement (National Health Partners Inc), Securities Purchase Agreement (National Health Partners Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from after the Closing, except that the representations contained in Sections 3(a)2.1, 3(b)2.2, 4(a)2.4, 3.1, 3.2 and 4(b) 3.4 shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 4 contracts
Samples: Interest Purchase Agreement (Coffee Exchange Inc), Interest Purchase Agreement (Maverick Oil & Gas, Inc.), Interest Purchase Agreement (Maverick Oil & Gas, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 12 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 4 contracts
Samples: Securities Purchase Agreement (ARC Group, Inc.), Securities Purchase Agreement (Leopold II William D.), Securities Purchase Agreement (Kasturi Seenu G.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Matinas BioPharma Holdings, Inc.), Securities Purchase Agreement (Matinas BioPharma Holdings, Inc.), Securities Purchase Agreement (Armada Water Assets Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 2(a), 2(b), 3(a), and 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 3 contracts
Samples: Securities Purchase Agreement (CytoCore Inc), Securities Purchase Agreement (Virtual Piggy, Inc.), Securities Purchase Agreement (Virtual Piggy, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months two years from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Stellar Technologies, Inc.), Securities Purchase Agreement (Stellar Technologies, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from the Closing, except that the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a)3.4, 4.1, 4.2 and 4(b) 4.4 shall survive indefinitely. All covenants covenants, conditions, obligations and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants covenants, conditions, obligations and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 2 contracts
Samples: Interest Purchase Agreement (Touchstone Resources Usa, Inc.), Interest Purchase Agreement (Endeavour International Corp)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.4
Appears in 2 contracts
Samples: Confidentiality Agreement (Stellar Technologies, Inc.), Securities Purchase Agreement (Endeavour International Corp)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the ClosingJune 30, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely2011. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 2 contracts
Samples: Share Exchange and Acquisition Agreement (Royal Style Design Inc.), Equity Exchange and Acquisition Agreement (Royal Style Design Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the ClosingApril 30, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely2012. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 2 contracts
Samples: Share Exchange and Acquisition Agreement, Share Exchange and Acquisition Agreement (Diversified Global Holdings Group Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 3(a2(a), 3(b2(b), 4(a2(d), 3(a) and 4(b3(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (National Health Partners Inc), Securities Purchase Agreement (National Health Partners Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months two years from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.4
Appears in 2 contracts
Samples: Confidentiality Agreement (Stellar Technologies, Inc.), Confidentiality Agreement (Stellar Technologies, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 24 months from the Closing, except that the representations contained in Sections 2(a), 2(b), 2(n), 2(o), 3(a), and 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from the Closing, except that the representations contained in Sections 3(a), 3(b), 3(d), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.4
Appears in 2 contracts
Samples: Securities Purchase Agreement (National Health Partners Inc), Securities Purchase Agreement (National Health Partners Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 24 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 3(q), 3(r), 4(a), 4(b) and 4(b4(f) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from after the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from after the Closing, except that (i) the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a)3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.12, 3.27 and 4(b) 4.3 shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from after the Closing, except that (i) the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a)3.5, 3.9, 3.12, 3.17, 4.1, 4.2, and 4(b) 4.4 shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Merger Agreement (BPK Resources Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months one year from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Exchange Agreement (Diversified Opportunities, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months one (1) year from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from the Closing, except that the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a), 4.1 and 4(b) 4.2 shall survive indefinitely. All covenants covenants, conditions, obligations and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. The covenants, conditions, obligations and agreements contained in Section 5.8 shall survive indefinitely. All other covenants covenants, conditions, obligations and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Endeavour International Corp)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from after the Closing, except that (i) the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a)3.5, 3.19, 4.1, 4.2 and 4(b) 4.4 shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the ClosingJune 30, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely2018. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Securities Exchange Agreement (Delta International Oil & Gas Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 12 months from after the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from the Closing, except that the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a), 4.1 and 4(b) 4.2 shall survive indefinitely. All covenants covenants, conditions, obligations and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants covenants, conditions, obligations and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 twelve (12) months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Armada Water Assets Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the ClosingJuly 1, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely2012. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Share Exchange and Acquisition Agreement (Diversified Global Holdings Group Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closingthereafter, except that the representations contained in Sections 2(a), 2(b), 3(a), and 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Maverick Oil & Gas, Inc.)
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 24 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which that by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Restaurant Concepts Inc)
Survival of Representations, Warranties and Covenants. The representations and warranties Warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from after the Closing, except that the representations contained in Sections 3(a)2.1, 3(b)2.2, 4(a)2.4, 3.1, 3.2, 3.4 and 4(b) 3.5 shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 eighteen (18) months from the Closing, except that the representations contained in Sections 3(a)3.1, 3(b)3.2, 4(a)4.1, and 4(b) 4.2 shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Appears in 1 contract
Samples: Confidentiality Agreement (Stellar Technologies, Inc.)