SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS Sample Clauses

SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. All representations, warranties, covenants and agreements of either the Buyer or the Seller contained in this Agreement shall survive the Closing Date.
Sample 1
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SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. Except as otherwise provided therein, the covenants and agreements of Buyer, Stockholder and MDI contained in this Agreement shall survive the Closing Date without limitation. Notwithstanding any right of Buyer fully to investigate the affairs of MDI and its Subsidiaries and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, all representations and warranties of Buyer, Stockholder and MDI contained in this Agreement shall survive the Closing until 18 months after the Closing Date except for the representations and warranties (a) contained in Sections 3.2, 4.2, 4.6(d), 4.8, 4.9, 4.12, 4.13 and 4.22 which shall survive the Closing Date without limitation as to time, and (b) relating to Taxes of any kind or to Tax related matters, including, in respect of Section 4.21 and contained in Section 4.17 to the extent arising out of, in connection with or incident to liabilities or obligations of Stockholder or its Affiliates (other than MDI and its Subsidiaries) (the "Employment Amounts"), which in each case shall survive the Closing Date under the date which is thirty (30) days after the date the applicable statute of limitations for the payment, collection or assessment of any such Tax has expired.
Sample 1
SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. All representations and warranties of the parties contained in this Agreement shall survive the execution and delivery hereof and the Closing and continue until the first anniversary of the Closing Date and shall not be affected by an examination made for or on behalf of any party to whom such representation is made or the knowledge of any of such party's officers, directors, shareholders, employees or agents; provided however, that those representations and warranties of the parties that relate to contingencies or matters that are subject to resolution through the audit process shall only survive the execution and delivery hereof and the Closing until the earlier of (i) the public issuance of the first independent audit report on CyberGuard following the Closing which covers a period of time subsequent to the Closing and (ii) the first anniversary of the Closing Date (collectively, the "Survival Date"). All covenants of the parties shall terminate as of the Effective Time, except that the agreements set forth in Article II, Section 5.3 (Confidentiality), this Article VI and Article VIII shall survive the Closing.
Sample 1
SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. Except as otherwise provided therein, the covenants and agreements of Buyer, Stockholder and MDI contained in this Agreement shall survive the Closing Date without limitation. Notwithstanding any right of Buyer fully to investigate the affairs of MDI and its Subsidiaries and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, all representations and warranties of Buyer, Stockholder and MDI contained in this Agreement shall survive the Closing until 18 months after the Closing Date except for the representations and warranties (a) contained in Sections 3.2, 4.2, 4.6(d), 4.8,
Sample 1

Related to SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • Representations, Warranties and Agreements Section 6.01.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

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