Common use of Survival Severability Clause in Contracts

Survival Severability. The representations, warranties, covenants and indemnities made by the parties herein shall survive the closing of this Agreement notwithstanding any due diligence investigation made by or on behalf of the party seeking to rely thereon, provided that the representations and warranties contained herein shall survive for two (2) years following the date of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the parties.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Toreador Resources Corp), Securities Purchase Agreement (Toreador Resources Corp), Securities Purchase Agreement (Toreador Resources Corp)

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Survival Severability. The representations, warranties, covenants and indemnities made by the parties herein and in the other Transaction Documents shall survive the closing Closing (provided that such representations and warranties shall survive only for a period of this Agreement two years after the Closing), notwithstanding any due diligence investigation made by or on behalf of the party seeking to rely thereon, provided that the representations and warranties contained herein shall survive for two (2) years following the date of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the parties.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Lipid Sciences Inc/), Securities Purchase Agreement (Lipid Sciences Inc/), Securities Purchase Agreement (Lipid Sciences Inc/)

Survival Severability. The representations, warranties, covenants and indemnities made by the parties herein shall survive the closing of this Agreement Closing notwithstanding any due diligence investigation made by or on behalf of the party seeking to rely thereon, provided that the representations and warranties contained herein shall survive for two (2) years following the date of this AgreementClosing Date. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the parties.

Appears in 1 contract

Samples: Securities Purchase Agreement (Queen Sand Resources Inc)

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Survival Severability. The representations, warranties, covenants and indemnities made by the parties Obligors herein shall survive the closing execution and delivery of this Agreement notwithstanding any due diligence investigation made by or on behalf of the party seeking to rely thereon, provided that thereon until such time as there are no Obligations due to the representations and warranties contained herein shall survive for two (2) years following the date of this AgreementSecured Party. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided provided, that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the parties.

Appears in 1 contract

Samples: Security Agreement (Tag Entertainment Corp)

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