Common use of Survival of the Representations and Warranties Clause in Contracts

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, and 4.25 and the covenants in Section 7.1 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 3.20 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXEN, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1

Appears in 1 contract

Samples: Share Exchange Agreement (Texen Oil & Gas Inc)

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Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, and 4.25 4.24 and the covenants in Section 7.1 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 3.20 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXEN, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1

Appears in 1 contract

Samples: Share Exchange Agreement (Texen Oil & Gas Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, 3.13 and 4.25 3.14 and the covenants in Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three two (32) years from the Closing Date. The representations and warranties contained in Section 3.20 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN LUSA based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXEN, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers LUSA contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Life Usa Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, 3.13 and 4.25 3.14 and the covenants in Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 3.20 3.19 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN BYMT based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXENBYMT and Purchaser, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baymark Technologies, Inc.)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, 3.13 and 4.25 3.14 and the covenants in Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 3.20 3.19 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN YTI based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXENYTI and Purchaser, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1

Appears in 1 contract

Samples: Share Exchange and Plan of Merger (Y-Tel International Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, 3.13 and 4.25 3.14 and the covenants in Section Sections 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three two (32) years from the Closing Date. The representations and warranties contained in Section 3.20 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four (24) months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN GLOBAL based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXEN, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers GLOBAL contained in this Agreement shall survive the Closing until the expiration of twenty-four (24) months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Envirotech Inc)

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Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, and 4.25 and the covenants in Section 7.1 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 3.20 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN AMI based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXENAMI, the TEXEN INSIDERSAMI Insiders, PARTNERSWARP, the PARTNERS INSIDER WARP Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1

Appears in 1 contract

Samples: Share Exchange Agreement (Abbott Mines LTD)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, 4.11 and 4.25 4.12 and the covenants in Section 7.1 7.1, 7.2 and 7.4 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 4.15 (relating to environmental matters), shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 3.20 4.19 (relating to taxes), shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN SPIDER based upon the non-payment of taxes, or other violation of the CodeAct, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXENPurchaser, WARP, SPIDER, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER SPIDER Insiders and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1.

Appears in 1 contract

Samples: Share Exchange Agreement (Warp Technology Holdings Inc)

Survival of the Representations and Warranties. The representations and warranties contained in Sections 3.1, 3.2, 3.12, 3.13, 4.1, 4.2, 4.11, 4.12, 3.13 and 4.25 3.14 and the covenants in Section 7.1 and 7.3 shall survive the Closing and remain in effect indefinitely. The representations and warranties contained in Section 3.23 (relating to environmental matters), ) shall survive the Closing until the expiration of three (3) years from the Closing Date. The representations and warranties contained in Section 3.20 3.19 (relating to taxes), ) shall survive the Closing until the later of the expiration of twenty four months from the Closing Date or the expiration of the last day of the statute of limitations applicable to any action against TEXEN CMCI based upon the non-payment of taxes, or other violation of the Code, which occurred prior to the Closing Date. Except as set forth above, the representations and warranties and covenants of TEXENCMCI and Purchaser, the TEXEN INSIDERS, PARTNERS, the PARTNERS INSIDER and the Sellers contained in this Agreement shall survive the Closing until the expiration of twenty-four months from the Closing Date. No claim for indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section 5.1

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comlink Communications Co)

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