Example ContractsClausesSurvival of Warranties, Representations and Covenants.
Survival of Warranties, Representations and Covenants.
Survival of Warranties, Representations and Covenants. contract clause examples

Survival of Warranties, Representations and Covenants. All representations, warranties, covenants, and performance obligations set forth in this Agreement shall survive the Closing until fully performed, subject to applicable statutes of limitations, except:

Mortgagor’s Covenants, Representations and Warranties; Survival of Secured Obligations, Covenants, Representations and Warranties; Covenants Running with the Land.

All representations, warranties, covenants, and performance obligations set forth in this Agreement shall survive the Closing until fully performed, subject to applicable statutes of limitations, except # the representations and warranties of the Seller in Article 4 (other than the Seller Fundamental Representations) shall survive Closing for a period of twelve (12) months; # the representations and warranties of Seller set forth in Section 4.1 through Section 4.7 (inclusive) and Section 4.9 (such representations, the “Seller Fundamental Representations”) shall survive the Closing without time limit, except that the representations in Section 4.9 shall survive for the applicable statute of limitations period plus sixty (60) days; # the representations and warranties of Buyer set forth in [Article 5] (other than the Buyer Fundamental Representations) shall survive Closing for a period of twelve (12) months, # the representations and warranties of Buyer set forth in [Section 5.1] through [Section 5.5] (inclusive) and [Section 5.8] (such representations, the “Buyer Fundamental Representations”) shall survive the Closing without time limit; # the Special Warranty shall survive Closing for a period of thirty-six (36) months; # any covenants of the Parties to be performed prior to or at Closing shall expire upon and as of Closing; # the indemnities in Section 10.2(b)(iii) shall survive the Closing for a period of thirty-six (36) months; # the indemnities in Section 10.2(a)(iv) shall survive the Closing without time limit; and # the indemnity in Section 10.2(a)(iii) shall survive until sixty (60) days after the expiration of the applicable statute of limitations (each such period, as applicable, the “Survival Period”). All indemnities herein other than those in Section 10.2(b)(iii), Section 10.2(a)(iv) and Section 10.2(a)(iii) shall terminate as of the termination date of each respective representation, warranty, covenant or performance obligation that is subject to the indemnification thereto (as specified herein), in each case, except to the extent a claim notice with respect to any breach of the foregoing has been properly delivered before the expiration of the Survival Period applicable thereto alleging a right to indemnification or defense for Obligations or Losses arising out of, relating to, or otherwise attributable to the breach of such representation, warranty, covenant or performance obligation, then, solely to the extent directly related to the matters expressly set forth in such claim notice, such representation, warranty, covenant or performance obligation shall continue to survive until the claims asserted in such claim notice have been fully and finally resolved under the terms of this Agreement or by written agreement (including a settlement agreement) of the Parties.

Survival of Representations and Warranties and Covenants. The representations and warranties with respect to the Company and the Sellers in Article IV and Article V shall survive the Closing and remain in full force and effect until the expiration of the Claims Period that applies to such representations and warranties as set forth in [Section 8.3]; provided, however, that no right to indemnification pursuant to ARTICLE VIII in respect of any claim that is set forth in an Officer’s Certificate (including any update or amendment thereto) delivered to Sellers’ Representative prior to the expiration of the applicable Claims Period shall be affected by the expiration of such representations and warranties as it relates to such claim.

Survival of Representations and Warranties and Covenants. The representations and warranties with respect to Seller and the Equityholder in ARTICLE IV (and of the Equityholder, in the case of ARTICLE V) and of Buyer in ARTICLE VI shall survive the Closing and remain in full force and effect until the expiration of the Claims Period that applies to such representations and warranties as set forth in [Section 8.3]; provided, however, that no right to indemnification pursuant to ARTICLE VIII in respect of any claim that is set forth in an Officer’s Certificate (including any update or amendment thereto) delivered to the Indemnifying Person prior to the expiration of the applicable Claims Period shall be affected by the expiration of such representations and warranties as it relates to such claim.

All representations, warranties, covenants, and performance obligations set forth in this Agreement shall survive the Closing until fully performed, subject to applicable statutes of limitations, except # the representations and warranties of the Seller in Article 4 (other than the Seller Fundamental Representations) shall survive Closing for a period of twelve (12) months; # the representations and warranties of Seller set forth in Section 4.1 through Section 4.7 (inclusive) and Section 4.9 (such representations, the “Seller Fundamental Representations”) shall survive the Closing without time limit, except that the representations in Section 4.9 shall survive for the applicable statute of limitations period plus sixty (60) days; # the representations and warranties of Buyer set forth in [Article 5] (other than the Buyer Fundamental Representations) shall survive Closing for a period of twelve (12) months; # the representations and warranties of Buyer set forth in [Section 5.1] through [Section 5.5] (inclusive) and [Section 5.8] (such representations, the “Buyer Fundamental Representations”) shall survive the Closing without time limit; # the Special Warranty shall survive Closing for a period of thirty-six (36) months; # any covenants of the Parties to be performed prior to or at Closing shall expire upon and as of Closing; # the indemnities in [Section 10.2(b)(iii)] shall survive the Closing for a period of thirty-six (36) months; # the indemnities in [Section 10.2(a)(iv)] shall survive the Closing without time limit; and # the indemnity in [Section 10.2(a)(iii)] shall survive until sixty (60) days after the expiration of the applicable statute of limitations (each such period, as applicable, the “Survival Period”). All indemnities herein other than those in [Section 10.2(b)(iii)], [Section 10.2(a)(iv)] and [Section 10.2(a)(iii)] shall terminate as of the termination date of each respective representation, warranty, covenant or performance obligation that is subject to the indemnification thereto (as specified herein), in each case, except to the extent a claim notice with respect to any breach of the foregoing has been properly delivered before the expiration of the Survival Period applicable thereto alleging a right to indemnification or defense for Obligations or Losses arising out of, relating to, or otherwise attributable to the breach of such representation, warranty, covenant or performance obligation, then, solely to the extent directly related to the matters expressly set forth in such claim notice, such representation, warranty, covenant or performance obligation shall continue to survive until the claims asserted in such claim notice have been fully and finally resolved under the terms of this Agreement or by written agreement (including a settlement agreement) of the Parties.

All representations, warranties, covenants, and performance obligations set forth in this Agreement shall survive the Closing until fully performed, subject to applicable statutes of limitations, except:

Survival. The representations, warranties, agreements and covenants shall survive each Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

Survival of Representations, Warranties and Covenants. The warranties, representations and covenants of each party hereto contained in or made pursuant to this Warrant shall survive the execution and delivery of this Warrant and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Holder or the Company, as applicable.

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