Common use of Survival and Limitations Clause in Contracts

Survival and Limitations. Subject to the limitations set forth in this Article VI, the representations and warranties of Seller contained in this Agreement shall survive the Closing Date for a period of two (2) years. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or, if shorter, for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Appears in 1 contract

Samples: Asset Purchase Agreement (Onfolio Holdings, Inc)

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Survival and Limitations. Subject to the limitations set forth in this Article VI, the representations and warranties of Seller and Owners contained in this Agreement shall survive the Closing Date for a period of two (2) years. All Except for representations and warranties contained in Article II and III above, which will survive the Closing Date into the period set forth in the immediately preceding sentence, the post-closing covenants and agreements of the parties contained herein shall survive the Closing indefinitely or, if shorter, for the period explicitly specified thereinDate. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Appears in 1 contract

Samples: Asset Purchase Agreement (Onfolio Holdings, Inc)

Survival and Limitations. Subject to the limitations set forth in this Article VI, the representations and warranties of Seller and Owner contained in this Agreement shall survive the Closing Date for a period of two three (23) years. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or, if shorter, or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Appears in 1 contract

Samples: Asset Purchase Agreement (Onfolio Holdings, Inc)

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Survival and Limitations. Subject to the limitations set forth in this Article VI, the representations and warranties of the Seller contained in this Agreement Agreement, all of which are made jointly and severally, shall survive the Closing Date for a period of two three (23) years. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or, if shorter, or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Appears in 1 contract

Samples: Asset Purchase Agreement (Onfolio Holdings, Inc)

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