Survival. Each of the warranties and representations of the Sellers and the Buyer contained in this Agreement shall survive the Closing until the first anniversary of the Closing Date; provided, however, that # the Selected Seller Representations and the Selected Buyer Representations shall survive the Closing until the three (3) year anniversary of the Closing Date, and thereafter shall terminate, and # the representations and warranties set forth in the last sentence of [Section 4.8(a)] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any claim for indemnification not submitted in writing to the Indemnifying Party prior to the expiration of the applicable survival period shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.
Survival.. Each of the warranties and representations of the Sellers and the Buyer contained in this Agreement and in the Ancillary Agreements shall survive the Closing until the firsteighteen (18) month anniversary of the Closing Date; provided, however, that # the Selected Seller Representationsrepresentations and the Selected Buyer Representationswarranties contained in [Section 4.1.17] (Environmental Matters) shall survive the Closing until the three (3) year anniversary of the Closing Date, and thereafter shall terminate, and # the representationsFundamental Company Representations, the Fundamental Seller Representations, the Fundamental Buyer Representations and warranties set forth in the last sentence of [Section 4.8(a)]a claim for Fraud shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate.the Closing indefinitely. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement or in any Ancillary Agreement shall survive after the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate.terms. Any claim for indemnification hereunder which is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any claim for indemnification not submitted in writing to the Indemnifying Party prior to the expiration of the applicable survival period shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.
Survival.. Each of the warranties and representations of the SellersSeller and the Buyer contained in this Agreement and in the Ancillary Agreements shall survive the Closing until the firsteighteen (18) month anniversary of the Closing Date; provided, however, that # except as set forth in clause (ii) below, the Selected Seller Representationsrepresentations and the Selected Buyer Representationswarranties contained in [Section 4.1.17] (Environmental Matters) shall survive the Closing until the three (3) year anniversary of the Closing Date, and thereafter shall terminate, and # the representations and warranties set forthcontained in the last sentence of [Section 4.8(a)]1.12] (Taxes) and [Section 4.1.17] solely with respect to any matters pertaining to the property previously occupied by the Company at 1840 Industrial Drive, Libertyville, Illinois shall survive the Closing for one hundred eighty (180) days after Closing,the applicable statute of limitations period and thereafter# the Fundamental Company Representations, the Fundamental Seller Representations, the Fundamental Buyer Representations or a claim in respect of Fraud shall terminate.survive the Closing indefinitely. All of the covenants and agreements of the SellersSeller and the Buyer contained in this Agreement or in any Ancillary Agreement shall survive after the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate.terms. Any claim for indemnification hereunder which is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any claim for indemnification not submitted in writing to the Indemnifying Party prior to the expiration of the applicable survival period shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.
Survival. EachThe respective representations and warranties of the warrantiesSeller and representations of the Sellers and the Buyer contained in this Agreement shallshall, without regard to any investigation made by any party, survive the Closing until the first anniversary ofDate for a period ending eighteen (18) months after the Closing Date; provided, however, that # the Selected Seller Representationsrepresentations and the Selected Buyer Representationswarranties contained in Sections 3.1, 3.2, 3.4, 4.1, 5.1, 5.2, and 5.7 shall survive the Closing until the three (3) year anniversary of the Closing Date, and thereafter shall terminate,Date indefinitely and # the representations and warranties set forthcontained in Section 4.8 and the last sentenceprovisions of [Section 4.8(a)]Article X shall survive for one hundred eighty (180)until the date that is ninety (90) days after Closing, and thereafter shall terminate. Allfollowing expiration of the applicable statute of limitations (including any extensions thereof). The covenants and agreements ofthat by their terms do not contemplate performance after the SellersClosing Date shall terminate at Closing. The covenants and agreements that by their terms contemplate performance after the Buyer contained in this AgreementClosing Date shall survive the Closing in accordance with their respective terms (or if nountil such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolvedcovenant or judicially determined and any claim for indemnification not submitted in writing to the Indemnifying Party prior to the expiration of theagreement has been performed. The applicable survival period shall be deemedset forth above for each such covenant, agreement, representation or warranty is referred to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, andherein as the Indemnifying Party shall have no further liability with respect thereto.“Survival Period”.
Survival. EachSurvival of theRepresentations and Warranties. All representations and warranties and representations ofmade by the Sellers andor the Buyer contained in this AgreementAgreement, including without limitation all representations and warranties made in any Exhibit or Schedule hereto or certificate delivered hereunder, shall survive the Closing until the first anniversary oftwo (2) years from the Closing Date;Date (the Survival Date); provided, however, that #all representations and warranties made by the Selected Seller RepresentationsSellers in [Sections 4(a)(x) and (xxi)])], and by the Selected Buyer Representationsin [Section 5(h)] hereof shall survive the Closing until the three (3) year anniversary of the Closing Date, and thereafter shall terminate, and # the representations and warranties set forth in the last sentence of [Section 4.8(a)] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any claim for indemnification not submitted in writing to the Indemnifying Party prior to the expiration of the applicable survival period shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.(the Extended Survival Date).
Survival. Each of the representations and warranties and representations of the Sellers and the Buyer containedset forth in this Agreement shall survive the Closing untilfor a period of one year after the first anniversarydate hereof. Except as otherwise provided herein, all covenants and agreements contained herein shall survive until, by their respective terms, they are no longer operative, other than those which by their terms are to be performed in whole or in part prior to or on the Closing Date, which shall terminate as of the Closing Date; provided, however, that # the Selected Seller Representations and the Selected Buyer Representations shall survive the Closing until the three (3) year anniversary of the Closing Date, and thereafter shall terminate, and # the representations and warranties set forth in the last sentence of [Section 4.8(a)] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any claim for indemnification not submitted in writing to the Indemnifying Party prior to the expiration of the applicable survival period shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.Date.
Survival. EachSubject to the limitations and other provisions of this Agreement, the representations and warranties of the warranties and representations of the Sellers and the BuyerParties contained in this Agreement shall survive the Closing and shall remain in full force and effect until the firstearlier of # thirty (30) days after delivery to the Surviving Corporation of the Surviving Corporation’s audit for the fiscal year ending December 31, 2017 and # June 30, 2018 (the “Expiration Date”); provided, however, that the representations and warranties in # [Sections 4.1, 4.2, 4.4(a), 4.4(b) and 4.20]0]0]0]0] (the “Fundamental Representations”) and # [Section 5.1] and [Section 5.6] shall survive the Closing for a period of six (6) years. The covenants and agreements in this Agreement that by their nature are required to be performed by or prior to the Closing shall survive the Closing, and thus claims may be brought in respect of a breach thereof, until the twelve (12) month anniversary of the Closing Date; provided, however,Date. The covenants and agreements in this Agreement that #by their nature are required to be performed following the Selected Seller Representations and the Selected Buyer RepresentationsClosing Date shall survive the ClosingClosing, and thus a claim may be brought in respect of a breach thereof, until the three (3) year anniversary of the Closing Date, and thereafter shall terminate, and # the representations and warranties set forth insix (6) months following the last sentence of [Section 4.8(a)] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the date on which each such post-Closing in accordance with their terms (orcovenant was required to be performed (or, if no such termdate is stated,provided, then the applicable statute of limitations) plus ninety (90) days, except that #Expiration Date). Notwithstanding the indemnification obligations of the Sellersforegoing, if a written claim or written notice is given in good faith under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relatingthis [Article IX] with respect to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writingany representation, warranty, covenant or agreement prior to the expiration of the applicable survival period, and the rights of indemnityclaim with respect thereto,to such representation, warranty, covenant or agreement shall continue indefinitely until such claim is finally resolved pursuant to this [Article IX]. Notwithstanding anything in this Agreement to the contrary, in the event of any breach of a representation or warranty by a Party that constitutes fraud, such representation or warranty shall survive such expiration until resolved or judicially determinedthe Closing indefinitely and any claim for indemnification not submittedcontinue in writing to the Indemnifying Party prior to the expiration of the applicable survival period shall be deemed to have been waivedfull force and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.effect.
Survival. EachSubject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is twelve (12) months from the Closing Date. None of the warranties and representations of the Sellers and the Buyercovenants or other agreements contained in this Agreement shall survive the Closing until the first anniversary ofDate other than those which by their terms contemplate performance after the Closing Date; provided, however, that # the Selected Seller RepresentationsDate, and the Selected Buyer Representationseach such surviving covenant and agreement shall survive the Closing untilfor the three (3) year anniversary ofperiod contemplated by its terms. Notwithstanding the Closing Date,foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and thereafter shall terminate, and #in writing by notice from the representations and warranties set forth in the last sentence of [Section 4.8(a)] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relatingnon-breaching party to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writingbreaching party prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any claim for indemnification not submitted in writing to the Indemnifying Party prior to the expirationdate of the applicable survival period shall not thereafter be deemed to have been waivedbarred by the expiration of such survival period and such claims shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.survive until finally resolved.
Survival. EachSECTION # Survival of Certain Representations and Warranties. The representations, warranties, covenants and agreements of the warranties and representations of the Sellers and the BuyerParties contained in this Agreement (other than covenants and agreements which by their terms are to be performed after Closing, which shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith, it being understood that the covenants set forth in Section 5.04 (Confidentiality; Publicity), Section 5.06 (Expenses) and Section 5.09 (Post-Closing Cooperation) shall survive indefinitely and the covenants set forth in Section 5.05 (Post-Closing Books and Records; Financial Statements), Section 5.07 (Employee Matters), Section 5.13 (Non-Solicitation) and Section 5.15 (Transition Services) shall survive for the time period set forth therein, plus ninety (90) days), shall survive for a period of nine (9) months after the Closing until the first anniversary of the Closing Date;Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that # the Selected Seller Representations and the Selected BuyerSpecified Representations shall survive for a period of six (6) years after the Closing until the three (3) year anniversary of the Closing Date, and thereafter shall terminate,Date and # the representations and warranties set forth in the last sentence of [Section 4.8(a)]Section 3.14 shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Alla period of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date anddays following the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating to a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined andlimitations; provided, further, that any claim for indemnification not submitted in writingmade or asserted by a Person (including pursuant to the Indemnifying Party prior to the expiration ofSection 8.01(a)) within the applicable survival period shall be deemedcontinue to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liabilitysurvive with respect thereto.to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.
Survival. EachExcept as otherwise provided in Section 11.2 of this Agreement, the warrantiesparties hereto agree that their respective representations, warranties, covenants and representations of the Sellers and the Buyeragreements contained in this Agreement shall survive the Closing until the first anniversaryfor a period of the Closing Date; provided, however, that # the Selected Seller Representations and the Selected Buyer Representations shall survive the Closing until the three (3) year anniversary oftwo (2) years from the Closing Date, (the “Indemnification Period”). To the extent that a party, its affiliates, shareholders, members, officers, directors, agents, employees, and thereafter shall terminate, and #consultants (an “Indemnified Party” or the representations and warranties set forth“Indemnified Parties”) asserts in the last sentence of [Section 4.8(a)] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. All of the covenants and agreements of the Sellers and the Buyer contained in this Agreement shall survive the Closing in accordance with their terms (or if no such term is stated, the applicable statute of limitations) plus ninety (90) days, except that # the indemnification obligations of the Sellers under [Section 10.1(c)] shall survive indefinitely, # the indemnification obligations of the Sellers under [Section 10.1(d)] and of the Buyer under [Section 10.2(c)] shall survive the Closing until the third anniversary of the Closing Date, # the indemnification obligations of the Sellers under [Section 10.1(e)] shall survive until the earlier of the seventh (7th) anniversary of the Closing Date and the expiration of the applicable statute of limitations relating to the applicable Indemnified Taxes, and # the indemnification obligations relating towriting a breach of the second sentence of [Section 6.9] shall survive for one hundred eighty (180) days after Closing, and thereafter shall terminate. Any claim for indemnification hereunder which is made in writingdamages against an Indemnifying Party (as hereinafter defined) prior to the expiration of the applicable survival period,Indemnification Period, which claim reasonably identifies the basis for the claims and the rightsamounts of indemnity with respect thereto,any reasonably ascertainable damages, the Indemnification Period shall survivebe extended for such expirationclaim until resolved or judicially determined and anysuch claim for indemnification not submitted in writingis resolved, subject to the Indemnifying Party prior to the expiration of the applicable survival period shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and the Indemnifying Party shall have no further liability with respect thereto.limitations hereinafter provided.
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