LIMITATION ON SURVIVAL Clause Samples
The Limitation on Survival clause defines the duration for which certain representations, warranties, or obligations in a contract remain enforceable after the agreement ends or closes. Typically, this clause specifies that only particular provisions—such as indemnities or confidentiality—will survive for a set period, while others expire upon termination or after a defined timeframe. By clearly outlining these survival periods, the clause helps manage risk and provides certainty to both parties about their ongoing responsibilities and potential liabilities after the contract concludes.
LIMITATION ON SURVIVAL. The representations and warranties and indemnities of Seller set forth in this Agreement and in any Exhibits to this Agreement shall survive the Close of Escrow and continue until January 1, 1998 and shall automatically lapse and become null and void after said period, and Buyer shall thereafter be barred from bringing or asserting any claim against Seller under any indemnity or by reason of a breach of any of such representations or warranties by Seller unless prior to the expiration of such time period, such claim is asserted in writing delivered to Seller specifying the claim under the indemnity or the alleged breach and the specific factual basis for the same.
LIMITATION ON SURVIVAL. Notwithstanding any other provision of this Agreement, no claim shall be made for misrepresentation, breach of representation or warranty, breach of covenant, or for indemnification hereunder unless written notice specifying the nature of such claim, in reasonable detail, shall be given to the party against whom such claim is asserted prior to December 31, 2002.
LIMITATION ON SURVIVAL. The obligation of the Stockholders to indemnify MAXIMUS for any Loss (other than a Loss resulting, directly or indirectly, from the assertion of any Tax liability against MAXIMUS with respect to the operations of Control prior to the Closing (a "TAX LOSS")) and the obligation of MAXIMUS to indemnify the Stockholders for any Loss shall expire the earlier of (i) the date one year after the Closing Date or (ii) the date on which the audited financial statements of MAXIMUS are released to the public for the fiscal year ending September 30, 1999. The obligation of the Stockholders to indemnify MAXIMUS for any Tax Loss shall survive until the expiration of the applicable statute of limitations for such Tax Loss.
LIMITATION ON SURVIVAL. The obligation of SCB and TMR to indemnify MAXIMUS for any Loss (other than an Unlimited Loss and a Loss resulting, directly or indirectly, from (a) any inaccuracy in or breach of the representations, warranties and covenants contained in Section 2.7 of this Agreement or (b) any liability described in Section 7.2(d) of this Agreement (a "Tax Loss")) and the obligation of MAXIMUS to indemnify SCB and TMR for any Loss (other than an Unlimited Loss) shall expire on the date one year after the Closing Date. The obligation of SCB and TMR to indemnify MAXIMUS for any Tax Loss shall survive until the expiration of the applicable statute of limitations for such Tax Loss. The obligations of any party to indemnify another party for any Unlimited Loss shall survive until the expiration of the applicable statute of limitations for such Unlimited Loss.
LIMITATION ON SURVIVAL. The obligation of Seller, on the one hand, and MAXIMUS, on the other, to indemnify each other for any Loss shall expire on the date one year after the Closing Date; provided, that the foregoing limit shall not apply to an Unlimited Loss (as defined below) or, with respect to the obligation of Seller to indemnify MAXIMUS, to any Loss resulting, directly or indirectly, from (a) any inaccuracy in or breach of the representations, warranties and covenants contained in Section 2.5 of this Agreement or (b) any liability described in Section 6.2(d) of this Agreement (collectively, "Tax Losses"). The obligation of Seller to indemnify MAXIMUS for any Tax Loss shall survive until the expiration of the applicable statute of limitations for such Tax Loss.