Survival of Representations and Warranties of the Buyer Group Sample Clauses

Survival of Representations and Warranties of the Buyer Group. Notwithstanding any right of the Shareholders and the Company to investigate the affairs of the Buyer Group and notwithstanding any knowledge of facts determined or determinable by the Shareholders or the Company pursuant to such investigation or right of investigation, the Shareholders and the Company have the right to rely upon the representations and warranties of the Buyer and MedSource contained in this Agreement or in any other Buyer Acquisition Agreement. All such representations and warranties shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter continue in full force and effect.
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Survival of Representations and Warranties of the Buyer Group. The -------------------------------------------------------------- Shareholders and the Company have the right to rely fully upon the representations and warranties of the Buyer and MedSource contained in this Agreement or in any other Transaction Document. All such representations and warranties shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter continue in full force and effect until the second anniversary of the Closing Date and the Buyer's and MedSource's liability in respect of any breach of any such representation or warranty shall terminate on the second anniversary of the Closing Date, except for liability with respect to which notice shall have been given on or prior to such date to the party against which such claim is asserted pursuant to section 8.5, which such liability shall remain an obligation of the party against whom such claim is asserted. The foregoing notwithstanding, the representations and warranties contained in sections 4.2 and 4.6 shall survive the Closing, and the MedSource's and the Buyer's liability in respect of any breach thereof shall continue in perpetuity.
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Survival of Representations and Warranties of the Buyer Group. At the Closing, the Shareholders shall, without waiving any of their rights hereunder, advise the Buyer Group if the Shareholders have actual knowledge of any material breach of any of the representations and warranties of the Buyer Group herein. The Shareholders and the Company have the right to rely fully upon the representations and warranties of the Buyer and Direct Insite contained in this Agreement or in any other Transaction Document. All such representations and warranties shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter continue in full force and effect until the second anniversary of the Closing Date and the Buyer's and Direct Insite's liability in respect of any breach of any such representation or warranty shall terminate on the second anniversary of the Closing Date, except for liability with respect to which notice shall have been given on or prior to such date to the party against which such claim is asserted pursuant to section 9.6.
Sample 1
Survival of Representations and Warranties of the Buyer Group. Notwithstanding any right of the Company to fully investigate the affairs of the Buyer and MedSource and notwithstanding any knowledge of facts determined or determinable by the Buyer or MedSource pursuant to such investigation or right of investigation, the Company has the right to rely fully upon the representations and warranties and covenants of the Buyer and MedSource contained in this Agreement or in any other Buyer Acquisition Agreement. All such representations and warranties shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter continue in full force and effect until the second anniversary of the Closing Date, except for liability with respect to which written notice, specifying in reasonable detail the basis for which a claim is asserted, shall have been given on or prior to such date to the party against which such claim is asserted pursuant to Section 10.5, which such liability shall remain an obligation of the party against whom such claim is asserted. The foregoing notwithstanding, the representations and warranties contained in Sections 6.2 and 6.4 hereof or with respect to fraud or deliberate or willful breach by the Buyer Group shall survive in perpetuity.
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Survival of Representations and Warranties of the Buyer Group. The Shareholders and the Seller have the right to rely upon the representations and warranties of the Buyer Group contained in this agreement, all of which shall survive the Closing hereunder and shall thereafter continue in full force and effect for 18 months after the Closing Date, except that the representations and warranties contained in Sections 6.2 (Capitalization), 6.3 (Authorization) and 6.10 (Shares of Capital Stock) shall survive the Closing and the Buyer Group's liability pursuant to Section 10 in respect of any breach thereof shall continue until barred by all applicable statutes of limitation.
Sample 1
Survival of Representations and Warranties of the Buyer Group. At the ------------------------------------------------------------- Closing, the Shareholders shall, without waiving any of their rights hereunder, advise the Buyer Group if the Shareholders have actual knowledge of any material breach of any of the representations and warranties of the Buyer Group herein. The Shareholders and the Company have the right to rely fully upon the representations and warranties of the Buyer and MedSource contained in this Agreement or in any other Transaction Document. All such representations and warranties shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter continue in full force and effect until the third anniversary of the Closing Date and the Buyer's and MedSource's liability in respect of any breach of any such representation or warranty shall terminate on the third anniversary of the Closing Date, except for liability with respect to which notice shall have been given on or prior to such date to the party against which such claim is asserted pursuant to section 9.6, which such liability shall remain an obligation of the party against whom such claim is asserted.
Sample 1

Related to Survival of Representations and Warranties of the Buyer Group

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • 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.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:

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