Common use of Nature and Survival of Representations Clause in Contracts

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 11 contracts

Samples: Agreement and Plan of Reorganization (Jupiter Enterprises Inc), Agreement and Plan of Reorganization (Teleservices Internet Group Inc), Agreement and Plan of Reorganization (Ginsite Materials Inc)

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Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 8 contracts

Samples: Acquisition Agreement (Wireless Holdings Inc), Acquisition Agreement (Costa Rica International Inc), Acquisition Agreement (Kalan Gold Corp)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years 90 days from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 5 contracts

Samples: Collateral Agreement (Innocent, Inc.), Collateral Agreement (Innocent, Inc.), Collateral Agreement (Innocent, Inc.)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing Date hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereofClosing Date. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or on any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Nutronics International Inc), Agreement and Plan of Reorganization (Solar Group Inc), Agreement and Plan of Reorganization (Birshstein Boris)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement agreement shall survive the Closing closing hereunder and for so long as the consummation applicable statute of the transactions contemplated hereby for two (2) years from the date hereoflimitations shall remain open. All Each of the parties hereto are is executing and carrying out the provisions of this Agreement agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement agreement or at the Closing closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Century Laboratories Inc), Reorganization and Stock Purchase Agreement (Goung Hei Investment Co LTD), Stock Purchase Agreement (Century Laboratories Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two four (24) years from the date hereof. All of the parties Each party hereto are is executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Share Exchange Agreement (Idmedical Com Inc), Share Exchange Agreement (Idmedical Com Inc)

Nature and Survival of Representations. All representationsrepresentations warranties, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties warranties, and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise promise, or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (China Biomedical Group Inc), Acquisition Agreement and Plan of Reorganization (Internet Holdings Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing transfer of the Shares hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Westmountain Index Advisor Inc), Stock Purchase Agreement (Miracor Diagnostics Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing closing hereunder and for so long as the consummation applicable statute of the transactions contemplated hereby for two (2) years from the date hereoflimitations shall remain open. All Each of the parties hereto are is executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements Agreements contained in this Agreement or at the Closing closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreementAgreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Reorganization and Stock Purchase Agreement (Vermont Witch Hazel Co), Reorganization Agreement (Sattel Global Networks Inc)

Nature and Survival of Representations. All representations, representations and warranties and covenants made by any party in to this Agreement shall survive the Closing hereunder Effective Time for three (3) years and the consummation of covenants and agreements herein shall survive the transactions contemplated hereby for two (2) years from the date hereofclosing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties warranties, and covenants and agreements contained in this Agreement or at and on the Closing of information contained in the transactions herein provided for Schedules and Exhibits attached hereto and not upon any investigation upon which it or he might have made or any representations, warrantywarrants, agreement, promise promise, or information, written or oral, made by the other another party or any other person another Person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Celtic Investment Inc), Agreement and Plan of Merger (Davis Roger D)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing closing hereunder and for so long as the consummation of the transactions contemplated hereby for two (2) years from the date hereofapplicable statute limitations shall remain open. All Each of the parties hereto are is executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (PHYHEALTH Corp), Stock Purchase Agreement (Physicians Healthcare Management Group, Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby hereunder for two (2) years from the date hereofClosing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representationsrepresentation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement (Emagisoft Technologies Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby by this Agreement for two (2) a period of three years from the date hereofof this Agreement. All Each of the parties hereto to this Agreement are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth hereinin this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Monument Galleries Inc)

Nature and Survival of Representations. All representations, --------------------------------------- warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years one year from the date hereofClosing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representationsrepresentation, warranty, agreement, promise or information, written or oral, made by the other party parry or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Photoloft Com)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PDRX Pharmaceuticals Inc)

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Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nu Electric Corp)

Nature and Survival of Representations. All representations, -------------------------------------- warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Loraca International Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions transaction herein provided for for, and not upon any investigation upon which it might have made or any representations, warrantywarranties, agreementagreements, promise promises or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Merger Plan (Econtent Inc)

Nature and Survival of Representations. All representations, -------------------------------------- warranties and covenants made by any party in this Agreement shall survive the Closing closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereofof the closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing closing of the transactions herein provided for and not upon any investigation upon which it might have made made, or any representations, warrantywarranties, agreementagreements, promise promises or information, written or oral, oral made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Lanstar Semiconductor Inc)

Nature and Survival of Representations. All representationsrepre­sent­a­tions, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation consumma­tion of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Acquisition Agreement (CST Holding Corp.)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.. --------------------------------------------------------------------------------

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (International Commodity Logistics Inc)

Nature and Survival of Representations. All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein ------------------------------------------------------------------------------- provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Integral Technologies Inc /Cn/)

Nature and Survival of Representations. All representations, warranties -------------------------------------- and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Euniverse Inc)

Nature and Survival of Representations. All representations, warranties warranties, and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two (2) years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties warranties, and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon 'which it might have made or any representations, warranty, agreement, promise promise, or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rexford Inc)

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