Survival of Warranties and Undertakings Sample Clauses

Survival of Warranties and Undertakings. Purchasers’ Warranties and Seller’s Warranties contained in this Agreement, including the indemnification obligations in this Clause 10, shall survive the Closing for a period of one year.
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Survival of Warranties and Undertakings. Unless otherwise set forth in this Agreement, the representations and warranties of the Domestic Company, the Founders, the Purchasers contained in or made pursuant to this Agreement and the undertakings of the Domestic Company, the Founders, the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers, or the Company.
Survival of Warranties and Undertakings. The representations, warranties and undertakings of the Warrantors contained in or made pursuant to this Agreement shall survive the Closing for a period of two (2) years. Any fact or matter which is fairly and specifically disclosed in the Disclosure Schedule shall constitute notice to the Purchaser of the fact or matter so disclosed or actually known, as applicable, and the Purchaser shall be deemed to have waived any claim against the Warrantors on account of any inconsistency between such fact or matter and any of the representations, warranties and undertakings of the Warrantors in this Agreement (except (a) where any of such fact or matter in the Disclosure Schedule is untrue, incorrect or incomplete and (b) for the matters as set forth in Section 7.2).
Survival of Warranties and Undertakings. The representations, warranties and undertakings of the Warrantors contained in or made pursuant to this Agreement shall survive the Closing. Any fact or matter which is fairly and specifically disclosed in the Disclosure Schedule shall constitute notice to the Purchaser of the fact or matter so disclosed or actually known, as applicable, and the Purchaser shall be deemed to have waived any claim against the Warrantors on account of any inconsistency between such fact or matter and any of the representations, warranties and undertakings of the Warrantors in this Agreement (except (a) where any of such fact or matter in the Disclosure Schedule is untrue, incorrect or incomplete and (b) for the matters as set forth in Section 7.2).

Related to Survival of Warranties and Undertakings

  • Survival of Warranties and Agreements All representations and warranties made herein and all obligations of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the Loans, the issuance and discharge of Letters of Credit hereunder and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event and shall expressly cover time periods when the Administrative Agent, any of the other Agents or any of the other Lenders may have come into possession or control of any Property of the Borrower or any of its Subsidiaries.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Survival of Warranties and Certain Agreements A. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans hereunder, the execution and delivery of the Notes and the issuance of the Letters of Credit.

  • NEGATION OF WARRANTIES AND INDEMNIFICATION 12.01 PHS offers no warranties other than those specified in Article 1.

  • Survival of Warranties The warranties, representations and covenants of the Company and Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investors or the Company.

  • 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.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

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