Nature and Survival of Representations Clause Samples

Nature and Survival of Representations. The representations, warranties, covenants and agreements of Safeguard and the Company contained in this Agreement, and all statements contained in this Agreement or any exhibit hereto or any certificate or other document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby, shall be deemed to constitute representations, warranties, covenants and agreements of the respective party delivering the same. All such representations, warranties, covenants and agreements shall survive the Closing.

Nature and Survival of Representations. All statements contained in any certificate or other instrument delivered by or on behalf of either party pursuant hereto, or in connection with the transactions contemplated hereby, shall be deemed to be representations and warranties by such disclosing party to the receiving party. All representations, warranties, rights to indemnification and agreements made by each party in this Agreement, or pursuant hereto, shall survive the closing.

Nature and Survival of Representations. All representations warranties, and covenants made by any party in this Agreement shall survive the Closing hereunder and the consummation of the transactions contemplated hereby for two years from the date hereof. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties, and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise, or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

Nature and Survival of Representations. All statements contained in any certificate, instrument, schedule or document delivered by or on behalf of any of the parties pursuant to this Agreement and the transactions contemplated hereby shall be deemed representations and warranties by the respective parties hereunder. All representations and warranties made by the parties each to each other in this Agreement or pursuant hereto shall survive, except to the extent waived in writing by the parties hereto, the consummation of the transactions contemplated by this Agreement, notwithstanding any investigation heretofore or hereafter made by any of them or on behalf of any of them. Each Schedule delivered in accordance with this Agreement shall be deemed to include and refer to every other Schedule hereto.

Nature and Survival of Representations. All representations, warranties and covenants made by a party to this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated hereby. All of the parties hereto are executing and carrying out the provisions of this Agreement, and relying solely upon the representations, warranties and covenants contained in this Agreement and not upon any investigation upon which they or it might have made or any representation, warranties, agreements, promises or information, written or oral made by the other party, or by persons other than as specifically set forth herein

Nature and Survival of Representations. All statements contained in any documents, certificates or other instruments delivered by or on behalf of Seller or Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed representations and warranties by Seller or Purchaser hereunder. All representations and warranties and agreements made by Seller or Purchaser in this Agreement or in any documents, certificates, or other instruments delivered pursuant hereto shall survive the Closing hereunder (and any investigation at any time made by or on behalf of Seller or Purchaser).

Nature and Survival of Representations. All statements contained in -------------------------------------- any certificate delivered by or on behalf of a party to this Agreement in connection with the transactions contemplated hereby shall be deemed to be representations and warranties made by such party hereunder. The covenants, representations and warranties made by the parties each to the other in this Agreement or pursuant hereto shall survive the Effective Time as set forth in Section 12.8 of this Agreement.

Nature and Survival of Representations. 9.1 All statements contained in any written certificate, Annex, exhibit, or other written instrument delivered by the Company or Target or otherwise pursuant hereto, or otherwise adopted by the Company, by its written approval, or by Target by its written approval, or in connection with the transactions contemplated hereby, shall be deemed representations and warranties by the Company or Target, as the case may be. All representations, warranties, and agreements made by either Party shall survive for two years, or until the discovery of any claim, loss, liability, or other matter based on fraud, if longer, but not longer than three years from the date hereof.

Nature and Survival of Representations. All statements made by or on behalf of Company or Seller herein or in the Schedules shall be deemed representations and warranties of Company or Seller regardless of any investigation, audit or inspection made by or on behalf of Buyer. Except for Claims involving fraud, the representations and warranties made by either of Company or Seller, on the one hand, and by Buyer, on the other hand, under this Agreement shall survive until eighteen (18) months following the Closing Date (whereupon they shall expire and be of no further force and effect unless written notice of a claim is given by the Indemnitee to the Indemnitor prior to expiration, which Claims shall survive until resolved) except that (i) the representations and warranties set forth in Section 4.15 (Taxes) shall survive the Closing until one (1) day after the expiration of the applicable statute of limitations (giving effect to any valid extensions, mitigation, waivers and tolling periods), provided that such claims asserted in writing with reasonable specificity prior to the expiration of such indemnification period shall not thereafter be barred by the expiration of such indemnification period, and (ii) the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.3(a), (b) and (e) (Absence of Conflicting Agreements), Section 4.5 (Ownership and Possession of Shares; Good Title Conveyed; Capitalization; Title to Broadcasting Assets), Section 4.21 (Brokers), Section 6.1 (Organization), Section 6.2 (Authorization; Enforceability), Section 6.3 (Absence of Conflicting Agreements) and Section 6.4 (Brokers) shall survive indefinitely.