WARRANTIES AND REPRESENTATIONS OF LIFE AND THE STOCKHOLDERS Sample Clauses

WARRANTIES AND REPRESENTATIONS OF LIFE AND THE STOCKHOLDERS. Life hereby represents and warrants, for itself and for each of its subsidiaries, with respect to its financial condition, liabilities, operations and to the Life shares of common stock, and to other matters affecting the transfer contemplated hereby and the Stockholders hereby represent and warrant with respect to the matters specified below as being applicable to them, that the representations listed below are true and correct as of the date hereof and will be true and correct as of the Closing Date (as hereinafter defined).
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Related to WARRANTIES AND REPRESENTATIONS OF LIFE AND THE STOCKHOLDERS

  • Representations, Warranties and Agreements of the Partnership Parties The Partnership Parties represent, warrant and agree that:

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Representations, Warranties and Agreements of the Selling Stockholders Each Selling Stockholder, severally and not jointly, represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Company and the Guarantors The Company and each of the Guarantors, jointly and severally, represent, warrant and agree as follows:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Underwriters Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that:

  • 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, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • 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).

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