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, 3.12, 4.1, 4.2, 4.11 and 4.12 and the covenants in Section 7.1, 7.2 and 7.4 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 4.19 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER based upon the non-payment of taxes, or other violation of the Act, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of Purchaser, WARP, SPIDER, the SPIDER Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four 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)

AutoNDA by SimpleDocs

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 4.1, 4.2, 4.11 3.13 and 4.12 3.14 and the covenants in Section 7.1, 7.2 7.1 and 7.4 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 4.19 3.19 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER CMCI based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of CMCI and Purchaser, WARP, SPIDER, the SPIDER Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four 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: Agreement and Plan of Merger (Comlink Communications Co)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 4.1, 4.2, 4.11 3.13 and 4.12 3.14 and the covenants in Section 7.1, 7.2 Sections 7.1 and 7.4 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three two (32) years from the Closing Date. The representations and warranties contained in Section 4.19 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 SPIDER GLOBAL based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of Purchaser, WARP, SPIDER, the SPIDER Insiders and the Sellers 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: Agreement and Plan of Merger (Global Envirotech Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 4.1, 4.2, 4.11 3.13 and 4.12 3.14 and the covenants in Section 7.1, 7.2 7.1 and 7.4 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 4.19 3.19 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER BYMT based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of BYMT and Purchaser, WARP, SPIDER, the SPIDER Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four 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: Agreement and Plan of Merger (Baymark Technologies, Inc.)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11 4.11, 4.12, and 4.12 4.25 and the covenants in Section 7.1, 7.2 and 7.4 7.1 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 4.19 3.20 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER TEXEN based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of Purchaser, WARP, SPIDERTEXEN, the SPIDER Insiders TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four 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)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 4.1, 4.2, 4.11 3.13 and 4.12 3.14 and the covenants in Section 7.1, 7.2 7.1 and 7.4 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 4.19 3.19 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER YTI based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of YTI and Purchaser, WARP, SPIDER, the SPIDER Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four 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)

AutoNDA by SimpleDocs

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 4.1, 4.2, 4.11 3.13 and 4.12 3.14 and the covenants in Section 7.1, 7.2 7.1 and 7.4 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three two (32) years from the Closing Date. The representations and warranties contained in Section 4.19 3.20 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER LUSA based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of Purchaser, WARP, SPIDER, the SPIDER Insiders and the Sellers LUSA contained in this Agreement shall survive the Closing until the expiration of twenty-four 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: Agreement and Plan of Reorganization (Life Usa Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11 4.11, 4.12, and 4.12 4.24 and the covenants in Section 7.1, 7.2 and 7.4 7.1 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 4.19 3.20 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER TEXEN based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of Purchaser, WARP, SPIDERTEXEN, the SPIDER Insiders TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four 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)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11 4.11, 4.12, and 4.12 4.25 and the covenants in Section 7.1, 7.2 and 7.4 7.1 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 4.15 3.23 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 4.19 3.20 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against SPIDER AMI based upon the non-payment of taxes, or other violation of the ActCode, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of PurchaserAMI, the AMI Insiders, WARP, SPIDER, the SPIDER WARP Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four 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 (Abbott Mines LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.