Disclosure; Survival. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge and which has had or could reasonably be anticipated to result in a Material Adverse Change. All representations and warranties set forth in this Agreement or in any of the Transaction Documents or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two (2) years (except where expressly stated otherwise) (the “Survival Period”) and shall not be affected by any examination made for or on behalf of the Purchaser, the knowledge of the Purchaser, or the acceptance by the Purchaser of any certificate or opinion.
Disclosure; Survival. (a) No representation or warranty of Purchaser in this Agreement, nor any statement, certificate, schedule or exhibit hereto furnished or to be furnished by or on behalf of the Seller or Shareholder pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.
Disclosure; Survival. This Agreement, the Financial Statements, the schedules provided in connection with this Agreement and the Offering Memorandum do not contain any untrue statement of material fact and do not fail to state a material fact necessary in order to make the statements contained herein and therein not misleading. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall not be affected by any examination made for or on behalf of the Purchaser, the knowledge of the Purchaser, or the acceptance by the Purchaser of any certificate or opinion.
Disclosure; Survival. This Agreement, the Financial Statements, schedules provided in connection with this Agreement and the Offering Memorandum, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of the Company in all material respects, and do not fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. There is no fact which has not been disclosed to the Purchasers of which the Company is aware and which materially adversely affects or could reasonably be anticipated to materially adversely effect the business, financial condition, operating results, earnings, assets, customary, supplier, Employee or sales representative relations or business prospects of the Company. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall not be affected by any examination made for or on behalf of any Purchaser, the knowledge of any Purchaser, or the acceptance by any Purchaser of any certificate or opinion.
Disclosure; Survival. To the best knowledge of RPW, there is no fact which has not been disclosed to ALGT of which RPW is aware and which materially adversely affects or could reasonably be anticipated to materially adversely affect the Intellectual Property rights of RPW. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and shall not be affected by any examination made for or on behalf of ALGT, or the acceptance by ALGT of any certificate or opinion.
Disclosure; Survival. To the best Knowledge of Devise and Ward, xxis Agreement, the Financial Statements and Exhibits provided in connection with this Agreement, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of Devise in all material respects, and do not fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. To the best Knowledge of Devise and Ward, xxere is no fact which has not been disclosed to Intelispan of which Devise is aware and which materially adversely affects or could reasonably be anticipated to materially adversely affect the business, financial condition, operating results, earnings, assets, customer, supplier, Employee or sales representative relations or business prospects of Devise other than general market conditions (the "Undisclosed Material Facts Warranty"). All representations, warranties, covenants and agreements of Devise and Ward xxx forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as set forth in Article X.
Disclosure; Survival. This Agreement and the SB-2 registration statement and other SEC filed documents provided to Ward xxx Devise in connection with this Agreement, taken as a whole, do not contain any untrue statement of material fact, fairly represent the business, properties, assets, and condition, financial or otherwise, of Intelispan in all material respects, and do not fail to state a material fact necessary in order to make the statements contained therein and herein, when taken as a whole, not misleading. To the best Knowledge of Intelispan, there is no fact which has not been disclosed to Devise of which Intelispan is aware
Disclosure; Survival. All representations and warranties set forth in this Agreement or in any of the Transaction Documents or in any writing or certificate delivered in connection with this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two years, unless otherwise specifically provided in this Agreement (the “Survival Period”), and shall not be affected by any examination made for or on behalf of the Purchaser, the knowledge of the Purchaser, or the acceptance by the Purchaser of any certificate or opinion. Notwithstanding anything to the contrary contained herein, the representations and warranties of the Seller and the Company in this Agreement, relating to Taxes, shall survive the execution and delivery of this Agreement for the applicable statute of limitation periods.
Disclosure; Survival. All representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of 18 months immediately after the Closing (unless the Purchaser knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing). Notwithstanding anything to the contrary contained herein, the representations and warranties of the Sellers and the Company in Section 5.10 above shall survive the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby for the applicable statute of limitation periods (unless the Purchaser knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing).
Disclosure; Survival. All representations and warranties set forth in this Section 6 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of 18 months immediately after the Closing (unless the Sellers knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing); provided, however, that the representations and warranties set forth in Section 6.2 shall survive indefinitely.
