Survival of Representations and Warranties of the Company. The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
Survival of Representations and Warranties of the Company. All representations and warranties of the Company shall survive the execution and delivery of this Agreement and the Post-Closing hereunder and shall thereafter survive until the earlier of (i) the fourth anniversary of the Post-Closing Date and (ii) the date of the PRCO Debentures have been fully converted or otherwise cease to be outstanding (the "Conversion Date") and shall then terminate except to the extent that notice of the Company's or Acquisition liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such second anniversary or Conversion Date.
Survival of Representations and Warranties of the Company. All ------------------------------------------------------------- representations and warranties of the Company shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter survive until the first anniversary of the Closing Date and shall then terminate except to the extent that notice of the Company's or Acquisition liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such date.
Survival of Representations and Warranties of the Company. All representations and warranties of the Company shall survive the execution and delivery of this Agreement and the Post-Closing hereunder and shall thereafter survive until the earlier of (i) the fifth anniversary of the Post-Closing Date and (ii) the date of the UPCI Debentures have been fully converted or otherwise cease to be outstanding (the "Conversion Date") and shall then terminate except to the extent that notice of the Company's or Acquisition liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such second anniversary or Conversion Date. 8.2
Survival of Representations and Warranties of the Company. All ------------------------------------------------------------- representations and warranties of the Company shall survive the execution and delivery of this Agreement and the Post-Closing hereunder and shall thereafter survive until the earlier of (i) the fourth anniversary of the Post-Closing Date and (ii) the date of the OS Debentures have been fully converted or otherwise cease to be outstanding (the "Conversion Date") and shall then terminate except to the extent that notice of the Company's or Acquisition liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such second anniversary or Conversion Date.
Survival of Representations and Warranties of the Company. THE SUBSIDIARIES AND THE MEMBERS Notwithstanding any right of Donnebrooke and Halter fully to investigate the affairs of the Company and the Subsidiaries, Donnebrooke and Halter have the right to rely fully upon the representations, warranties, covenants and agreements of the Company, the Subsidiaries and the Members contained in this Agreement or in any document delivered to Donnebrooke or Halter by the latter or any of their representatives in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for twelve (12) months following the Closing.
Survival of Representations and Warranties of the Company. Notwithstanding any right of Acquisition Sub and Xybernaut to fully to investigate the affairs of the Company and notwithstanding any knowledge of facts determined or determinable by Acquisition Sub and Xybernaut pursuant to such investigation or right of investigation, Acquisition Sub and Xybernaut have the right to rely fully upon the representations and warranties of the Company 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 first anniversary of the Closing Date, and the Company's and the Principal Shareholders' liability in respect of any breach of any such representation or warranty shall terminate on the first 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 liability shall remain an obligation of the party against whom such claim is asserted.
Survival of Representations and Warranties of the Company. The representations, warranties, covenants and agreements by the Company contained in this Agreement or any certificates or documents delivered pursuant to the provisions hereof or in connection with the transaction contemplated hereby will be true at and as of the Closing Date of this Agreement as though such representations and warranties were made at and as of such time. Notwithstanding any investigations or inquiries made by the Purchaser prior to the execution of this Agreement or the waiver of any condition by the Purchaser, the representations, warranties, covenants and agreements of the Company will survive the execution and closing of this Agreement and notwithstanding the purchase and sale herein provided for, will continue in full force and effect for one year from the Closing Date. If any of the representations and warranties herein are found to be incorrect or there is a breach of any covenant or agreement of the Company which incorrectness or breach will result in any loss or damage sustained directly or indirectly by the Purchaser, and are due to the neglect or misconduct of management or the Board of Directors, then the Company will pay the amount of such loss or damage to the Purchaser within thirty (30) days of receiving notice thereof.
Survival of Representations and Warranties of the Company. All representations and warranties of the Company shall survive the execution and delivery of this Agreement and the Closing hereunder and, except as set forth below, shall thereafter continue in full force and effect until the second anniversary of the Closing Date and shall thereafter terminate except to the extent that notice of the Company's liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such first anniversary. Notwithstanding the foregoing, the representations and warranties of the Company set forth in Sections 4.1(j), 4.1(q) and 4.1(s) shall survive the Closing hereunder and shall thereafter continue in full force and effect until the sixth anniversary of the Closing Date and shall thereafter terminate except to the extent that notice of the Company's liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such fourth anniversary.
Survival of Representations and Warranties of the Company. All representations and warranties of the Company shall survive the execution and delivery of this Agreement and the Post-Closing hereunder and shall thereafter continue in full force and effect until the earlier of (i) the second anniversary of the Post-Closing Date and (ii) the BP Debenture has been fully converted and shall then terminate except to the extent that notice of the Company's or Acquisition liability in respect of any inaccuracy in or breach of any representation or warranty shall have been given on or prior to such second anniversary.
