Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 8 contracts
Samples: Limited Liability Company Interest Purchase Agreement (Zoll Medical Corporation), Asset Purchase Agreement (Brooktrout Technology Inc), Asset Purchase Agreement (Xircom Inc)
Survival of Warranties. Each of the representations, warranties, ---------------------- agreements, covenants and obligations herein or in any scheduleSchedule, exhibitExhibit, certificate Certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement (Mac-Gray Corp), Non Competition Agreement (Mac-Gray Corp), Non Competition Agreement (Mac-Gray Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article X and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Brooks Automation Inc), Asset Purchase Agreement (Brooks Automation Inc)
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein in this Agreement or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the contemplated transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party heretoto this Agreement for a time period ending on April 10, 1999.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Continucare Corp), Stock Purchase Agreement (Continucare Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article 7 and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 2 contracts
Samples: Interests for Stock Purchase Agreement (Brooks Automation Inc), Stock Purchase Agreement (Brooks Automation Inc)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation for the applicable periods set forth in Article 7 and shall not merge in the performance of any obligation by either party hereto.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Interleaf Inc /Ma/), Stock Purchase Agreement (Interleaf Inc /Ma/)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, scheduled certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive until the second anniversary of the Closing regardless of any investigation and shall not merge in into the performance of any obligation by either any party hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intershop Communications Aktiengesellschaft), Asset Purchase Agreement (Intershop Communications Aktiengesellschaft)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, Schedule or certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall material and may be deemed to have been relied upon by the other party receiving the same and shall survive the Closing regardless of any investigation by or knowledge of such party and shall not merge in into the performance of any obligation by either any party hereto, subject to the provisions of Section 6 hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mac-Gray Corp), Asset Purchase Agreement (Mac-Gray Corp)
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any scheduleSchedule, exhibitExhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marketing Specialists Corp), Stock Purchase Agreement (Marketing Specialists Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, Schedule or certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall material and may be deemed to have been relied upon by the other party receiving the same and shall survive the Closing regardless of any investigation by or knowledge of such party and shall not merge in into the performance of any obligation by either any party hereto, subject to the provisions of Section 7 hereof.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mac-Gray Corp), Asset Purchase Agreement (Mac-Gray Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article 8 and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for a period of fifteen (15) months, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in this Agreement and in any schedule, exhibit, Schedule or certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall material and may be deemed to have been relied upon by the other party receiving the same and shall survive the Closing regardless of any investigation by or knowledge of such party and shall not merge in into the performance of any obligation by either any party hereto, subject to the provisions of this Section 8.
Appears in 1 contract
Survival of Warranties. Each Subject to Sections 10.2 and 10.3 hereof, each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, exhibit or certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing Date regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Duro Communications Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party or parties incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the periods of indemnification under Article 9, regardless of any investigation or contrary knowledge and shall not merge in the performance of any obligation by either party the parties hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any either party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing in accordance with Section 4.24, Section 5.8, and Article 12 hereof, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party Party to the any other party Party incident to the transactions contemplated hereby herein are material, shall be deemed to have been relied upon by the other party and shall Party, survive the Closing Term regardless of any investigation and shall not merge in the performance of any obligation by either party any Party hereto.
Appears in 1 contract
Samples: Cooperative Endeavor Agreement
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party parties and shall survive the Closing regardless of any investigation and shall not merge merger in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the representations, ---------------------- warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable surviving period set forth below regardless of any investigation and shall not merge in the performance of any obligation by either party hereto. Each of the representations and warranties set forth in this Agreement shall survive the Closing for a period of two (2) years.
Appears in 1 contract
Samples: Contribution and Interest Purchase Agreement (Zany Brainy Inc)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any either party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing Closing, except as specifically set forth in Article 8 hereof, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive Survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Samples: Prestige Acquisition Agreement (Affinity International Travel Systems Inc)
Survival of Warranties. (a) Each of the representations, warranties, agreements, covenants and obligations herein or in any scheduleSchedule, exhibitExhibit, certificate certificate, agreement, document, or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each Subject to Section 10.5 hereof, each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Duro Communications Corp)
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto; provided, however, that such representations and warranties shall expire [three (3)] years from the date of Closing.
Appears in 1 contract
Samples: Des Moines Tower Proceeds Agreement (Breda Telephone Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, --- ----------------------- covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article 7 and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, ---------------------- covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article 9 and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, ---------------------- covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article 7 and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for a period of two years regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Marketing Specialists Corp)
Survival of Warranties. Each of the representations, warranties, agreements, covenants representations and obligations warranties herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Marketing Specialists Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any either party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing through and until March 31, 1998, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party hereto to the other party parties incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party parties and shall survive the Closing in accordance with Article 12 hereof, regardless of any investigation and shall not merge in the performance of any obligation by either any party hereto.. 11.3
Appears in 1 contract
Samples: Asset Purchase Agreement (Inso Corp)
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident pursuant to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article X and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either any party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other another party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for the applicable periods set forth in Article 4 and shall be further actionable subject to the limitations set forth therein, regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party hereto to the other party parties incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party parties and shall survive the Closing in accordance with Article 10 hereof, regardless of any investigation and shall not merge in the performance of any obligation by either any party hereto.
Appears in 1 contract
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are materialmaterial (except as specifically provided herein), shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.
Appears in 1 contract
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein in this Agreement or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the contemplated transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party heretoto this Agreement for a period of one (1) year.
Appears in 1 contract
Survival of Warranties. Each of the representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing regardless of any investigation and shall not merge in the performance of any obligation by either party hereto.; provided, however, that such
Appears in 1 contract