Common use of Survival of the Representations and Warranties Clause in Contracts

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 3.13 and 3.14 and the covenants in Sections 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters) shall survive the Closing until the expiration of two (2) years from the Closing Date. The representations and warranties contained in Section 3.20 (relating to taxes) shall survive the Closing until the later of the expiration of twenty four (24) months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against GLOBAL based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of GLOBAL contained in this Agreement shall survive the Closing until the expiration of twenty-four (24) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Merger Agreement (Global Envirotech Inc)

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Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 3.13 4.1, 4.2, 4.11 and 3.14 4.12 and the covenants in Sections 7.1 Section 7.1, 7.2 and 7.3 7.4 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 4.15 (relating to environmental matters) ), shall survive the Closing until the expiration of two three (23) years from the Closing Date. The representations and warranties contained in Section 3.20 4.19 (relating to taxes) ), shall survive the Closing until the later of the expiration of twenty four (24) months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against GLOBAL SPIDER based upon the non-payment of taxes, or other violation of the CodeAct, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of GLOBAL Purchaser, WARP, SPIDER, the SPIDER Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four (24) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Share Exchange Agreement (Warp Technology Holdings Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 3.13 and 3.14 and the covenants in Sections Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters) shall survive the Closing until the expiration of two three (23) years from the Closing Date. The representations and warranties contained in Section 3.20 3.19 (relating to taxes) shall survive the Closing until the later of the expiration of twenty four (24) months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against GLOBAL BYMT based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of GLOBAL BYMT and Purchaser, contained in this Agreement shall survive the Closing until the expiration of twenty-four (24) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Merger Agreement (Baymark Technologies, Inc.)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 3.13 3.13, 4.1, 4.2, 4.11, 4.12, and 3.14 4.24 and the covenants in Sections Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters) ), shall survive the Closing until the expiration of two three (23) years from the Closing Date. The representations and warranties contained in Section 3.20 (relating to taxes) ), shall survive the Closing until the later of the expiration of twenty four (24) months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against GLOBAL TEXEN based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of GLOBAL TEXEN, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four (24) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Share Exchange Agreement (Texen Oil & Gas Inc)

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Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 3.13 and 3.14 and the covenants in Sections Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters) shall survive the Closing until the expiration of two three (23) years from the Closing Date. The representations and warranties contained in Section 3.20 3.19 (relating to taxes) shall survive the Closing until the later of the expiration of twenty four (24) months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against GLOBAL YTI based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of GLOBAL YTI and Purchaser, contained in this Agreement shall survive the Closing until the expiration of twenty-four (24) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Share Exchange and Plan of Merger (Y-Tel International Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 3.13 and 3.14 and the covenants in Sections Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters) shall survive the Closing until the expiration of two three (23) years from the Closing Date. The representations and warranties contained in Section 3.20 3.19 (relating to taxes) shall survive the Closing until the later of the expiration of twenty four (24) months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against GLOBAL CMCI based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of GLOBAL CMCI and Purchaser, contained in this Agreement shall survive the Closing until the expiration of twenty-four (24) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Merger Agreement (Comlink Communications Co)

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