Reliance on and Survival of Representations Clause Samples
The "Reliance on and Survival of Representations" clause establishes that the parties are entitled to rely on the accuracy of the representations and warranties made in the agreement, and specifies that these assurances continue to have effect beyond the closing or completion of the transaction. In practice, this means that if a party discovers a breach of a representation after the deal has closed, they may still have recourse under the contract, depending on the survival period set out in the clause. This clause is essential for protecting parties against undisclosed issues or misstatements that may only become apparent after the transaction is finalized, thereby allocating risk and providing a clear framework for post-closing remedies.
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Reliance on and Survival of Representations. All representations, warranties, covenants and agreements of Company herein shall be deemed to be material and to have been relied upon by Lender and shall survive the execution and delivery of this Agreement, for so long as the Loan remains outstanding.
Reliance on and Survival of Representations. All agreements, representations and warranties of the Company herein and in any certificates or other instruments delivered pursuant to this Agreement shall (a) be deemed to be material and to have been relied upon by the Agent and the Lenders, notwithstanding any investigation heretofore or hereafter made by the Agent and the Lenders or on their behalf and (b) survive the execution and delivery of this Agreement and of the Notes, and shall continue in effect so long as any Note or Obligation is outstanding and thereafter as provided in Sections 10 and 12.1.
Reliance on and Survival of Representations. All representations, warranties, covenants and agreements of the Company herein will be deemed to be material and to have been relied upon by the Lender and will survive the execution and delivery of this Agreement and the Note.
Reliance on and Survival of Representations. All representations, warranties, covenants and agreements of the Company herein shall be deemed to be material and to have been relied upon by the Purchaser and shall survive the execution and delivery of this Agreement and of the Securities.
Reliance on and Survival of Representations. All agreements, representations and warranties herein and in any certificates or other instruments delivered pursuant to this Agreement or the other Transaction Documents shall (i) be deemed to be material and to have been relied upon by the other parties hereto notwithstanding any investigation heretofore or hereafter made by or on behalf of such party and (ii) survive the execution and delivery of this Agreement and the Supplemental Indenture, and the delivery of the New Notes, and shall continue in effect so long as any New Note is outstanding.
Reliance on and Survival of Representations. All agreements, representations and warranties of each party hereto shall survive the execution and delivery of this Agreement for a period of one (1) year following the Closing Date.
Reliance on and Survival of Representations. All agreements, covenants, representations and warranties of the Company herein or of (or on behalf of) the Company in any certificates or other instruments delivered pursuant to this Agreement shall (a) be deemed to be material and to have been relied upon by you, notwithstanding any investigation heretofore or hereafter made by you or on your behalf, and (b) survive the execution and delivery of this Agreement and the delivery of the Notes to you and any investigation made at any time by you or on your behalf or any disposition of any of the Notes.
Reliance on and Survival of Representations. All agreements, representations and warranties of the Company contained in this Agreement and in any certificates or other instruments delivered pursuant to this Agreement shall (i) be deemed to be material and to have been relied upon by the Purchasers, notwithstanding any investigation heretofore or hereafter made by any Purchaser or on such Purchaser's behalf, and (ii) survive the execution and delivery of this Agreement and the Securities, and shall continue in effect so long as any Security is outstanding.
Reliance on and Survival of Representations. All agreements, covenants, representations and warranties of the Company herein or in any Exhibit or of (or on behalf of) the Company in any certificate or other instrument delivered pursuant hereto or thereto shall: (a) be deemed to be material and to have been relied upon by each Purchaser, notwithstanding any investigation heretofore or hereafter made by each Purchaser or on his behalf, and (b) survive the execution and delivery of this Agreement and the execution and delivery of the Senior Notes to each Purchaser and any investigation made at any time by him or on his behalf or any disposition of any of the Senior Notes, and all representations and warranties contained in Article II hereof and in any Exhibit hereto and in any Financing Document shall expire and terminate upon payment in full of the Senior Notes including all accrued interest thereon.
Reliance on and Survival of Representations. All agreements, covenants, representations and warranties of the Company herein or of (or on behalf of) the Company in any Exhibit or in any certificate or other instrument delivered pursuant hereto or thereto shall: (a) be deemed to be material and to have been relied upon by each Purchaser, notwithstanding any investigation heretofore or hereafter made by each Purchaser or on his or its behalf, and (b) survive the execution and delivery of this Agreement and the execution and delivery of the Securities to each Purchaser and any investigation made at any time by him or it or on his or its behalf or any disposition of any of the Securities, until the expiration of any applicable statute of limitations.