Survival and Expiration of Representations and Warranties Sample Clauses
The "Survival and Expiration of Representations and Warranties" clause defines how long the promises and assurances made by the parties in a contract remain legally enforceable after the agreement is signed or closed. Typically, this clause specifies a set period—such as 12 or 24 months—during which claims for breach of these representations and warranties can be made, and may carve out exceptions for certain fundamental representations that survive longer or indefinitely. Its core function is to provide certainty and limit the timeframe for potential disputes, ensuring that parties are not exposed to indefinite liability for statements made during the transaction.
Survival and Expiration of Representations and Warranties. 57
(a) The representations and warranties of Parent or Newco shall survive the Closing and shall expire on the later to occur of (x) the Release Date or (y) the final resolution of Claims pending with respect to such representations and warranties as of such date. The representations and warranties of the Company (whether made herein or in any other document, agreement or instrument delivered in connection herewith) shall survive the Closing and shall expire on the later of the following:
(i) except as to representations and warranties specified in clause (ii), (iii), or (iv) of this sentence, the Release Date; or
(ii) with respect to Sections 4.1 (due organization), 4.2 (authorization; validity), and 4.4 (capitalization), and other provisions relating to the title to the Company Equity Securities, indefinitely; or
(iii) with respect to Section 4.22(o) (Commitments), on the date that is eighteen (18) months after the Release Date; or
(iv) with respect to representations and warranties contained in Sections 4.19 (employee benefit plans) and 4.24 (Taxes) on the date that is six (6) months after the expiration of the longest applicable federal, state, local or foreign statute of limitation (including extensions thereof).
(b) All covenants of the parties (whether made herein or in any other agreement or document contemplated hereby), including the obligations set forth in Section 8.1 and Section 8.2, shall survive the Closing, continue in effect and expire in accordance with their respective terms.
(c) Notwithstanding anything to the contrary herein, any Claim alleging any misrepresentation, breach or inaccuracy of any representation or warranty made prior to the expiration period shall survive with respect to the applicable representation or warranty until final resolution of such Claim and payment of any Damages associated therewith.
Survival and Expiration of Representations and Warranties. (a) The representations and warranties of the Company in this Agreement or in any other agreement, exhibit, schedule, certificate, instrument or other writing delivered by or on behalf of the Company pursuant to this Agreement shall survive the Closing until the Escrow Termination Date; provided, however, that each of the Specified Representations shall survive the Closing until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect thereto. The date upon which any representation or warranty shall terminate is referred to herein as the “Survival Date.” Any Claim for indemnification in accordance with this Article X must be made prior to the end of the applicable Survival Date. Upon expiration of such Survival Date, Indemnified Parties shall have no right to indemnification unless an Indemnified Party delivers to the Representative an Indemnification Notice prior to the applicable Survival Date. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 10.3(a) is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 10.3(a) for the assertion of claims under this Agreement are the result of arms-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.
(b) All covenants of the Company in this Agreement, including the obligations set forth in Article X, shall survive the Closing, continue in effect and expire in accordance with their respective terms.
(c) Notwithstanding anything to the contrary herein, any Claim alleging any misrepresentation, breach or inaccuracy of any representation or warranty made prior to the Survival Date with respect to the applicable representation or warranty shall survive the expiration of such representation or warranty until final resolution of such Claim and payment of any Damages associated therewith, but only for the purpose of the resolution of such Claim.
Survival and Expiration of Representations and Warranties. The representations and warranties made herein shall survive the execution and delivery of this Agreement and the Closing for a period of eighteen months from the date of Closing unless notice of a claim thereunder shall have been given by one party to the other within such eighteen month period.
Survival and Expiration of Representations and Warranties. No Survival of Sellers’ Representations and Warranties 41 11.2 No Survival of Buyer’s Representations and Warranties 41
Survival and Expiration of Representations and Warranties. (a) The representations and warranties of the Company in this Agreement shall survive the Closing and shall expire on the Escrow Termination Date, subject to the provisions of Section 9.3(b). It is the express intent of the parties that, if an applicable survival period as contemplated by this Section 9.3 is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 9.3 for the assertion of claims under this Agreement are the result of arms-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.
(b) Notwithstanding anything to the contrary herein, any Claim alleging any misrepresentation, breach or inaccuracy of any representation or warranty or any breach of covenant made in compliance with the provisions of Section 9.2(i) prior to the Escrow Termination Date shall survive the expiration of such representation or warranty or covenant until final resolution of such Claim and payment of any Damages associated therewith.