Common use of Survival of Representations, Warranties and Covenants Clause in Contracts

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaser, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalf.

Appears in 9 contracts

Samples: Registration Rights Agreement (Mac Filmworks Inc), Registration Rights Agreement (Mac Filmworks Inc), Registration Rights Agreement (Mac Filmworks Inc)

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Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all All statements contained in this Agreement or in any certificate, exhibit or other instrument certificate delivered by or on behalf of Seller or Purchaser Buyer pursuant to this Agreement hereto or in connection with the transactions contemplated hereby shall be deemed to have been representations representations, warranties and warranties covenants by Seller or PurchaserBuyer, as the case may be, hereunder. All representations, warranties and covenants made by Seller and by Buyer in this Agreement, or pursuant hereto, shall survive through the Closing and any investigation made by any party hereto or on its behalfDate.

Appears in 6 contracts

Samples: Share Exchange Agreement (Mega World Food Holding Co), Share Exchange Agreement (Southern Bella Inc), Common Stock Purchase Agreement (Meier Worldwide Intermedia Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller HALTERS, the Company, or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or PurchaserBuyer, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Whispering Oaks International Inc), Stock Purchase Agreement (Martinelle Ignacio), Stock Purchase Agreement (Whispering Oaks International Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all Closing. All statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Company, any Owner or Purchaser AMP pursuant to this Agreement shall be deemed to have been representations and warranties by Seller such Company, such Owner or PurchaserAMP, as the case may be. All such representations, warranties and covenants shall survive unti the Closing and expiration of any investigation made by any party hereto or on its behalfapplicable limitations period.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Medical Providers Inc), Asset Purchase Agreement (American Medical Providers Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing in accordance with the provisions of Section 14.7, and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Seller, the General Partners, APPM or Purchaser Buyer pursuant to this Agreement shall be deemed to have been representations and warranties by Seller Seller, the General Partners, APPM or PurchaserBuyer, as may be the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalfcase.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Physician Partners Inc), Asset Purchase Agreement (American Physician Partners Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of all Parties contained herein shall survive the Closing Closing, and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Company or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or PurchaserBiostem, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Equinox International, Inc.), Asset Purchase Agreement (Biostem U.S. Corp)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Company, any Stockholder, APP or Purchaser APP Sub pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Company, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalf.such Stockholder,

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Corporation the Shareholders or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller the Corporation and the Shareholders or Purchaser, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalffor an indefinite period of time.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Tca Cable Tv Inc), Stock Purchase and Sale Agreement (Tca Cable Tv Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained made by the Company and the representations and warranties of the Purchasers herein at each Closing shall survive the Closing and all such Closing. All statements contained in any certificate, exhibit certificate or other instrument delivered by or on behalf of Seller or Purchaser any party to this Agreement, pursuant to or in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents shall be deemed to have been representations be representations, warranties and warranties by Seller or Purchaser, as the case may be, and shall survive the Closing and any investigation covenants made by any such party hereto as of the date of such certificate or on its behalfother instrument.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Boston Therapeutics, Inc.), Unit Purchase Agreement (Boston Therapeutics, Inc.)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser the parties hereto pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe parties hereto, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalffor a period of three years.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Sonoma International Inc), Securities Exchange Agreement (Sonoma International Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing in accordance with the provisions of Section 10.7, and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Company, Shareholders or Purchaser APPM pursuant to this Agreement shall be deemed to have been representations and warranties by Seller Company, each Shareholder or Purchaser, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalfAPPM.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Physician Partners Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Corporation, Shareholder or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller the Corporation and Shareholder or Purchaser, as the case may be, and shall survive the Closing and and, notwithstanding any investigation made by any party hereto or on its behalf.provision in this Agreement

Appears in 1 contract

Samples: Asset Purchase Agreement (American Homestar Corp)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein and in the Affidavit and the Indemnity Agreement shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller HCC, the Company or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Controlling Shareholder, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Safetek International Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants special agreements contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Seller, the Company or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Seller, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrum Pharmaceutical Corp)

Survival of Representations, Warranties and Covenants. The All representations, warranties warranties, and covenants contained herein hereunder shall survive the Closing and all Closing. All statements contained in any certificate, exhibit certificate or other instrument delivered by or on behalf of Seller or Purchaser the Company pursuant to this Agreement or any agreement or document to be executed and delivered in connection herewith shall be deemed to have been constitute representations and warranties by Seller or Purchaser, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalfCompany under this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Internet America Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Seller, any Stockholder, APP or Purchaser Buyer pursuant to this Agreement shall be deemed to have been representations and warranties by Seller such Seller, such Stockholder, APP or PurchaserBuyer and, as notwithstanding any provision in this Agreement to the case may becontrary, the representations and warranties contained herein shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: 6 Asset Purchase Agreement (American Physician Partners Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaser, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalffor a period of two years.

Appears in 1 contract

Samples: Purchase Agreement (Mb Software Corp)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all All statements contained in this Agreement or in any certificate, exhibit or other instrument certificate delivered by or on behalf of Seller or Purchaser Buyer pursuant to this Agreement hereto or in connection with the transactions contemplated hereby shall be deemed to have been representations representations, warranties and warranties covenants by Seller or PurchaserBuyer, as the case may be, hereunder. All representations, warranties and covenants made by Seller and by Buyer in this Agreement, or pursuant hereto, shall survive through the Closing and any investigation made by any party hereto or on its behalf.Date. 6.3

Appears in 1 contract

Samples: Share Exchange Agreement (HOME TOUCH HOLDING Co)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Purchaser or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Company, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Evro Corp)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit Exhibit or other instrument delivered by or on behalf of Seller or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaser, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalffor a period of two years.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Worthington Energy, Inc.)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller SELLER, the Company, or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or PurchaserBuyer, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vermont Witch Hazel Co)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Target, the Shareholders, Sub or Purchaser Parent pursuant to this Agreement shall be deemed to have been representations and warranties by Seller Target or PurchaserParent and Sub, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalffor two (2) years from the date of Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tca Cable Tv Inc)

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Survival of Representations, Warranties and Covenants. The respective representations, warranties warranties, covenants and covenants contained herein agreements made in this Agreement by the BUYER or the COMPANY, shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser pursuant to this Agreement shall be deemed to have been Closing. The representations and warranties of each contained herein or in any certificates delivered pursuant hereto shall not he deemed to be waived or otherwise affected by Seller an investigation or Purchaser, as the case may be, and shall survive the Closing and any investigation audit made by any party hereto other, or on its behalfby any action taken by any other, at the request of any other hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Xplorer S A)

Survival of Representations, Warranties and Covenants. The Except as specifically provided herein, the representations, warranties warranties, and covenants contained herein shall survive the Closing respective Closings and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Purchaser or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Sellers, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalfrespective Closings.

Appears in 1 contract

Samples: Stock Purchase Agreement (Million Dollar Saloon Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser the Parties pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Parties, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalffor a period of one (1) year.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vsi Enterprises Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit affidavit or other instrument delivered by or on behalf of Seller Seller, the Company, or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or PurchaserHCC, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Donnebrooke Corp)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit schedule or other instrument delivered by or on behalf of the Seller or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by the Seller or Purchaser, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfclosing for a period of two years.

Appears in 1 contract

Samples: Stock Purchase Agreement (Globalscape Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Seller, the Company or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Buyer, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Great American Golf Works Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of all parties contained herein shall survive the Closing Closing, and all statements contained in any certificate, exhibit exhibit, schedule or other instrument delivered by or on behalf of Seller Purchaser or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or PurchaserFranchise Connection, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Exchange Agreement and Plan of Reorganization (Iso Block Products Usa Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing in accordance with the provisions of Section 11.6, and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Company, Shareholders or Purchaser APPM pursuant to this Agreement shall be deemed to have been representations and warranties by Seller Company, each Shareholder or PurchaserAPPM, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalfapplicable.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Physician Partners Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties warranties, covenants and covenants undertakings contained herein shall survive the Closing consummation of the transactions described herein and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller Seller, any Principal Stockholder, APPM or Purchaser Buyer pursuant to this Agreement shall be deemed to have been representations and warranties by Seller such Seller, such Principal Stockholder, APPM or Purchaser, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalfBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Physician Partners Inc)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of all parties contained herein shall survive the Closing Closing, and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller the Company or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or PurchaserDMD, as the case may be, and and, notwithstanding any provision in this Agreement to the contrary, shall survive the Closing and any investigation made by any party hereto or on its behalfClosing.

Appears in 1 contract

Samples: Innofone Com Inc

Survival of Representations, Warranties and Covenants. The Except as otherwise specifically provided in this Agreement, all representations, warranties warranties, covenants and covenants contained herein shall survive the Closing and all statements other agreements contained in or incorporated into this Agreement or in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaser, as the case may be, and hereto shall survive the Closing and any investigation or inquiry made by any party hereto the Seller, the Company or on its behalfthe Buyer, as the case may be; provided, that the representations and warranties set forth in Section 3.10(a), (b) and (d) and Sections 4.10 through 4.14 shall terminate upon Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank of Boston Corp)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser any party pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchasersuch party, as and, notwithstanding any provision in this Agreement to the case may becontrary, and shall survive the Closing and any investigation made by any party hereto or on its behalffor a period of two years.

Appears in 1 contract

Samples: Purchase Agreement (Oak Tree Medical Systems Inc)

Survival of Representations, Warranties and Covenants. The representations, All representations and warranties of the Company and the Preferred Shareholders contained herein shall survive the Closing. All statements contained in any certificate or other instrument delivered by the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall constitute representations and warranties by the Company or a Preferred Shareholder under this Agreement. All covenants contained herein shall survive the Closing and all statements contained in any certificateindefinitely until, exhibit or other instrument delivered by or on behalf of Seller or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchasertheir respective terms, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalfthey are no longer operative.

Appears in 1 contract

Samples: Stock Exchange Agreement (Pacer International Inc/Tn)

Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller each Company, any Stockholder, APP or Purchaser APP Sub pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaserthe Company, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalf.such Stockholder,

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)

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