Extended Survival Clause Samples
The Extended Survival clause specifies that certain obligations or rights under a contract will continue to remain in effect even after the contract itself has expired or been terminated. Typically, this applies to provisions such as confidentiality, indemnification, or dispute resolution, which are intended to protect the parties beyond the contract's formal end date. By ensuring these key terms survive, the clause addresses the need for ongoing protection or responsibility, preventing gaps in coverage that could otherwise arise once the main agreement concludes.
Extended Survival. Notwithstanding Section 7.3(a):
(i) the Fundamental Representations (or any inaccuracy of the Seller Closing Certificate with respect to the Fundamental Representations) and all representations and warranties contained in any Related Agreement (other than the Seller Closing Certificate), subject to any applicable limitation expressly stated herein or such Related Agreement, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at, 11:59 p.m., Mountain Time, on the later of the date that is the six-year anniversary of the Closing Date and the date of expiration of the last applicable statute of limitation applicable to the underlying claim, and neither Seller nor Owner will have any obligation to provide indemnification pursuant to Section 7.1(a)(i) for any breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy of any such representation or warranty unless a Claim with respect thereto is asserted on or prior to such time;
(ii) all Claims based on Section 7.1(a)(ii) and Section 7.15(a)(ii), subject to any applicable limitation expressly stated herein or any applicable Related Agreement, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at 11:59 p.m., Mountain Time, on the date of expiration of the last applicable statute of limitation, and no Party will have any obligation to provide indemnification pursuant to Section 7.1(a)(ii) or Section 7.15(a)(ii), as applicable, with respect thereto unless any such Claim is asserted in accordance with this ARTICLE VII on or prior to such time; and
(iii) all Claims based on Section 7.1(a)(iii), Section 7.1(a)(iv), or Section 7.15(a)(iii) will survive the Closing indefinitely.
Extended Survival. Notwithstanding Section 10.3(a), all Claims and related rights to indemnification based on (i) a breach or inaccuracy of any representation or warranty contained in Sections 3.1 (Organization, Standing and Power; Subsidiaries), 3.2 (Capitalization; Title to Shares), 3.3 (Authority), Section 3.10 (Intellectual Property), Section 3.13 (Taxes), Section 3.20 (Brokers’ and Finders’ Fees) or Article IV, or (ii) willful misconduct or fraud in connection with or knowing or intentional breach of any representation or warranty (collectively, the “Special Claims”), shall survive the Closing for the longer of (x) the period ending six months after the end of the applicable statute of limitations relating to the Claim (including any extensions thereof) and (y) the period set forth in the third sentence of Section 10.3(a).
Extended Survival. Notwithstanding Section 6.3(a):
(i) (A) the representations and warranties of the Company or Seller contained in Section 3.1(a) (Organization, Standing and Power), Section 3.1(b) (Authorization and Non-Contravention), Section 3.1(c) (Capitalization), Section 3.1(d) (No Subsidiaries, Other Investments), Section 3.1(u) (Interested Party Transactions), Section 3.1(z) (Brokers), Section 3.2(a) (Organization; Standing and Power), Section 3.2(b) (Authorization and Non-Contravention), Section 3.2(c) (Title to Membership Interests), and Section 3.2(f) (Brokers) (or any inaccuracy of the Seller Closing Certificate with respect to the same) and (B) any representation or warranty contained in any Related Agreement (other than the Seller Closing Certificate), subject to any applicable limitation expressly stated herein or such Related Agreement, shall survive the Closing and the consummation of the transactions contemplated hereby until, and shall terminate at, 11:59 p.m., Eastern Time, on the date of expiration of the last applicable statute of limitation, and Seller shall not have any obligation to provide indemnification pursuant to Section 6.1(a)(i) for any breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy of any such representation or warranty unless a Claim with respect thereto is asserted in accordance with this Article VI on or prior to 11:59 p.m., Eastern Time, on the date of expiration of the last applicable statute of limitation;
(ii) all Claims based on or for the matters described on Schedule 6.1 and all related rights to indemnification shall survive the Closing and the consummation of the transactions contemplated hereby until, and shall terminate at, 11:59 p.m., Eastern Time, on the date on which all Liability hereunder relating thereto is barred by all applicable statutes of limitation, and Seller shall not have any obligation to provide indemnification pursuant to Section 6.1(a)(iv) with respect thereto unless any such Claim is asserted in accordance with this Article VI on or prior to 11:59 p.m., Eastern Time, on the date on which all Liability hereunder relating thereto is barred by all applicable statutes of limitation;
(iii) the representations and warranties of the Company or Seller contained in Section 3.1(k) (Environmental, Health and Safety Matters) and Section 3.1(l) (Intellectual Property) (or any inaccuracy of the Seller Closing Certificate with respect to the same) shall survive the Clo...
Extended Survival. Notwithstanding Section 7.3(a):
(i) the Fundamental Representations (or any inaccuracy of the Closing Certificate of Sellers or Equityholder Closing Certificate with respect to the Fundamental Representations) and all representations and warranties contained in any Related Agreement (other than the Closing Certificate of Sellers or Equityholder Closing Certificate), subject to any applicable limitation expressly stated herein or such Related Agreement, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at, 11:59 p.m., Mountain Time, on the later of the date that is the six-year anniversary of the Closing Date and the date of expiration of the last applicable statute of limitation applicable to the underlying claim, and none of Seller, Equityholder, Purchaser or Parent will have any obligation to provide indemnification pursuant to Section 7.1(b)(i) or Section 7.1(d)(i), as applicable, for any breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy of any such representation or warranty unless a Claim with respect thereto is asserted on or prior to such time;
(ii) all Claims based on Section 7.1(b)(ii) or Section 7.1(d)(ii), as applicable, subject to any applicable limitation expressly stated herein or any applicable Related Agreement, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at 11:59 p.m., Mountain Time, on the date of expiration of the last applicable statute of limitation, and neither Seller nor Equityholder will have any obligation to provide indemnification pursuant to Section 7.1(b)(ii) or Section 7.1(d)(ii), as applicable, with respect thereto unless any such Claim is asserted in accordance with this Article VII on or prior to such time; and
(iii) all Claims based on Section 7.1(b)(iii), Section 7.1(b)(iv), Section 7.1(b)(v), Section 7.1(d)(iii), or Section 7.1(d)(iv) will survive the Closing indefinitely.