Survival of Representations and Warranties Contract Clauses (261)

Survival of Representations and Warranties. All representations and warranties made by each of the parties hereto will survive the Closing for eighteen (18) months after the Closing Date, or longer if expressly and specifically provided in the Agreement. MDE and the MDE Members will have joint and several liability under this Agreement, except for the covenant not to compete in Section 3.1 of this Agreement or where otherwise expressly and specifically provided in this Agreement.

Survival of Representations and Warranties. All representations and warranties made by Holder shall survive the earlier of the Maturity Date and shall remain effective and enforceable until the earlier to occur of the Maturity Date or the date on which claims based thereon shall have been barred by the applicable statutes of limitation.

Survival of Representations and Warranties. The representations and warranties made in this Agreement will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby notwithstanding any investigation at any time made by or on behalf of any party hereto until the date that is one year after the Closing Date and the covenants shall survive in accordance with their specific terms; provided, however, the representations and warrants contained in Sections 3(b), (c), (d), (e) and (g) shall ...survive indefinitely. View More

Survival of Representations and Warranties. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of an Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of... the Company, and shall survive delivery of and payment for the Securities. View More

Survival of Representations and Warranties. The representations and warranties of Target, the Shareholders and Acquirer set out herein shall survive the Closing for a period of twelve (12) months.

Survival of Representations and Warranties. The representations and warranties contained in this Agreement will survive the completion of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of the Acquiring Party, will continue in full force and effect for a period of five years from the Closing Date except: a. Any representation and warranty in respect of which a claim based on fraud is made, which in each case will be unlimited as to duration; and b. The represen...tations and warranties made with respect to taxation matters, which will survive for a period of seven years from the Closing Date notwithstanding any independent investigation by the Acquiring Party. PURCHASED SHARES AND PURCHASE PRICE 6. Purchased Shares. Subject to the terms and conditions of this Agreement and based on the representations and warranties of the parties as set forth in this Agreement, on the Closing Date (as defined in the Closing Section herein) the Company will sell, assign and transfer to the Acquiring Party and the Acquiring Party will purchase from the Company the Purchased Shares, which will consist of all the issued and outstanding shares of New World Technologies Group, Inc. 7. Purchase Price. The purchase price payable to the Company for the Purchased Shares will be the aggregate sum of $1.00 (one dollar) (the "Purchase Price). View More

Survival of Representations and Warranties. The representations and warranties of the parties contained in Sections 2 and 3 will survive the Closing for fifteen (15) months (the "Survival Period"), provided, however, that the representations and warranties contained in Sections 2(a), 2(b), 2(d), 3(a), 3(b), and 3(d) shall survive until the expiration of the applicable statute of limitations. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a party may file a claim for indemnificati...on under this Agreement, notwithstanding any applicable statute of limitations. The covenants set forth in this Agreement that are to be performed at or after the Closing will survive until fully discharged and performed, and any claims for indemnification in respect of a breach of these covenants may be made at any time within the applicable statute of limitations. View More

Survival of Representations and Warranties. The Company's representations and warranties herein shall survive for so long as any Debentures are outstanding and any shares of Restricted Stock are held by the Buyer, whichever is later, and shall inure to the benefit of the Buyer, its successors and assigns.

Survival of Representations and Warranties. All representations and warranties contained herein will survive the execution and delivery of this Agreement.

Survival of Representations and Warranties. The representations and warranties of Seller contained in this Agreement, or any agreement, certificate or other document delivered or given pursuant to this Agreement, shall not survive the consummation of the transactions contemplated by this Agreement 3.2 Deep South. The representations and warranties of Deep South contained in this Agreement, or any agreement, certificate or other document delivered or given pursuant to this Agreement, shall survive the completion of the transactions contemp...lated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of Seller, shall continue in full force and effect for the benefit of Seller and any claim in respect thereof shall be made in writing for a period of 36 months after the Closing Date. Seller shall have no obligation of indemnity hereunder of any nature or kind. B-3 5.2 No claim for indemnification will arise until written notice thereof is given to Deep South. Such notice shall be sent within a reasonable time following the determination by Seller that a claim for indemnity may exist. In the event that any legal proceedings shall be instituted or any claim or demand is asserted by any third person in respect of which either party may seek any indemnification from the other party, the Seller shall give or cause to be given to Deep South written notice thereof and Deep South shall have the right, at its option and expense, to be present at the defense of such proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times remain with the Seller, unless Deep South irrevocably acknowledges full and complete responsibility for indemnification of the Seller in respect of the subject claim, in which case the Deep South may assume such control through counsel of its choice; provided, however, that no settlement shall be entered into without the Seller's prior written consent (which shall not be unreasonably withheld). The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand. 5.3 Notwithstanding anything in this Agreement to the contrary, the indemnity provided for in this Section 5 shall apply to any loss, claim, cost, damage, expense or liability, whether or not the actual amount thereof shall have been ascertained prior to the final day upon which a claim for indemnity with respect thereto may be made hereunder in accordance with Section 5 hereof, so long as written notice thereof shall have been given to the party from whom indemnification is sought prior to said date, setting forth specifically and in reasonable detail, so far as is known, the matter as to which indemnification is being sought, but nothing herein shall be construed to require payment of any claim for indemnity until the actual amount payable shall have been finally ascertained. View More