Survival or Representations and Warranties. The representations and warranties contained in this Agreement shall be deemed to be continuing during the Initial terms of this Agreement, and each Party shall have the duty promptly to notify the notify the other of any event or circumstance which might reasonably be deemed to constitute a breach of or lead to a breach of its warranties or representations hereunder. The waiver by either Party of any breach of any presentation or warranty under this Agreement shall not constitute a waiver of any other representation or warranty or of any failure in the future by the other Party to fulfill such representation or warranty.
Survival or Representations and Warranties. All of the representations, warranties, indemnities and other agreements of or by the parties to this Agreement shall survive the execution and delivery of the closing documents and the transfer of assets between the parties.
Survival or Representations and Warranties. All representations and warranties of the Parties contained in Articles IV and V of this Agreement, or in any certificate, document, or other instrument delivered in connection herewith, shall survive the Closing for a period of 18 months.
Survival or Representations and Warranties. Subject to section 8(b), all representations and warranties contained in this Agreement on the part of each of the parties shall survive the Closing for a period of one (1) year from the Closing Date, after which time, if no claim shall have been made against a Party with respect to any incorrectness or in breach of any representation or warranty, that Party shall have no further liability under this Agreement with respect to the representation or warranty. 7. Conditions of Closing. (a) Conditions for the Purchaser's Benefit. The Purchaser shall not be obliged to complete the purchase of the Purchased Securities unless, on the Closing Date, the Share Exchange Agreement has been executed, each of the conditions of closing set forth in subsection 10.1 of the Share Exchange Agreement (with the exception of the closing of the transaction contemplated in this Agreement) has been satisfied, and the Lynx Shares and Lynx Warrants, as those terms are defined in the Share Exchange Agreement, have been tendered to the Purchaser pursuant to the terms of the Share Exchange Agreement. (b) Conditions for the Benefit of the Vendors. The Vendors shall not be obliged to complete the sale of their Purchased Securities unless on the Closing Date: (i) each of the conditions set forth in subsection 10.2 of the Share Exchange Agreement (with the exception of the closing of the transaction contemplated in this Agreement) shall have been satisfied; and (ii) the Lynx Shares and Lynx Warrants, as those terms are defined in the Share Exchange Agreement, have been tendered to the Purchaser pursuant to the terms of the Share Exchange Agreement. (c) If Conditions not Satisfied. If any one or more of the above- mentioned conditions of closing have not been fulfilled on or before the Closing Date, the Party for whose benefit said conditions were made (the "Beneficiary") may terminate this Agreement by notice in writing to the other Parties in which event the Beneficiary shall be released from all obligations under this Agreement and (unless the Beneficiary can show that the condition relied upon could reasonably have been performed by the other Parties) the other Parties shall also be released from all obligations hereunder; provided, however, that the Beneficiary shall be entitled to waive compliance with any one or more of such conditions in whole or in part if it shall see fit to do so, without prejudice to its rights of termination in the event of the non-fulfilment of any other condi...
Survival or Representations and Warranties. All representations and warranties of the Company contained in this Agreement shall survive the execution hereof and the closing of the transactions described herein or related hereto.
Survival or Representations and Warranties. Each of the representations and warranties made by Affiliated and LWI in this Agreement or pursuant hereto shall survive for a period of three (3) years after the Effective Time. No claim for the recovery of Indemnifiable Damages may be asserted by one of the parties against another after such representations and warranties shall thus expire, provided, however, that claims for Indemnifiable Damages first asserted within the applicable period shall not thereafter be varied. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement.
Survival or Representations and Warranties. The representations, warranties, covenants and agreements of the parties set forth in this Agreement or in any instrument, certificate, opinion or other writing provided for in it, shall survive the Closing irrespective of any investigation made by or on behalf of any party,.
Survival or Representations and Warranties. All ------------------------------------------ representations and warranties of the grantor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to Section 26.
Survival or Representations and Warranties. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof and transfer of any Securities.
Survival or Representations and Warranties. 6.1 The representations, warranties, covenants and agreements of each of the parties hereto contained in this Agreement or any certificates or documents delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true at and as of the Closing Date as though such representations and warranties were made at and as of such time. Notwithstanding any investigations or inquiries made by any of the parties hereto prior to Closing or the waiver of any condition by such party, the representations, warranties, covenants and agreements of each of the parties shall survive the Closing Date and, notwithstanding the Closing of the purchase and sale herein provided for, shall continue in full force and effect. In the event that any of the said representations and warranties are found to be incorrect or there is a breach of any covenant or agreement of a party, which incorrectness or breach shall result in any loss or damage sustained directly or indirectly by any of the other parties then the party sustaining the loss shall submit proof of such loss or damage to the party in default and the party in default shall pay the amount of such loss or damage to the other party within 30 days. The representations, warranties, covenants and agreements of each of the parties contained in the Agreement shall survive the merger or sale of the Purchaser and shall be binding on the new company or new owner.
