Common use of Survival No Other Representations Clause in Contracts

Survival No Other Representations. 9.01 Survival of Representations, Warranties, Covenants and Agreements (a) Subject to Section 11.02, the representations and warranties of Purchaser and Seller (other than the representations and warranties , (x) contained in Section 2.06 (the "Tax Representation") which shall survive for the applicable period of the applicable statute of limitation), and (y) contained in Section 2.09(b) (the "Title Representation") which shall survive the Closing indefinitely) (all of the representations and warranties of Purchaser and Seller, excluding the Tax Representation and the Title Representation, are hereinafter referred to as the "General Representations"), shall survive the Closing for a period of twelve (12) months; provided, however, if Purchaser (or any successor or assign of Purchaser) procures title insurance with respect to the Real Property, to the extent that Purchaser (or any successor or assign of Purchaser) actually receives proceeds from the title insurer in respect of any matters addressed by any of the representations and warranties contained in Section 2.09, then, only with respect to such matters, and only to such extent, such representations and warranties shall be deemed not to have been made; (b) Subject to Section 11.02, the covenants and agreements of Seller and Purchaser contained in this Agreement (other than the covenants and agreements contained in Articles IV (excluding Section 4.08) and V (excluding Section 5.06) (the "Pre-Closing Covenants"), which covenants and agreements shall survive the Closing for a period of twelve (12) months) (all of the covenants and agreements of Purchaser and Seller, excluding the Pre-Closing Covenants, are hereinafter referred to as the "Post-Closing Covenants"), shall survive the Closing indefinitely; and (c) Any due diligence or other investigation or examination by any party with respect to the transactions contemplated by this Agreement shall not in any way affect or lessen the representations and warranties of the other party contained herein or the indemnifications with respect thereto.

Survival No Other Representations. 9.01 (i) Survival of Representations, Warranties, Covenants and Agreements (a) Subject to Section 11.02, the . The representations and warranties of Purchaser and Seller (other than the representations and warranties , (x) contained in Section 2.06 (the "Tax Representation") which shall survive for the applicable period of the applicable statute of limitation), and (y) contained in Section 2.09(b) (the "Title Representation") which shall survive the Closing indefinitely) (all of the representations and warranties of Purchaser and Seller, excluding the Tax Representation and the Title Representation, are hereinafter referred to as the "General Representations"), shall survive the Closing for a period of twelve (12) months; provided, however, if Purchaser (or any successor or assign of Purchaser) procures title insurance with respect to the Real Property, to the extent that Purchaser (or any successor or assign of Purchaser) actually receives proceeds from the title insurer in respect of any matters addressed by any of the representations and warranties contained in Section 2.09, then, only with respect to such matters, and only to such extent, such representations and warranties shall be deemed not to have been made; (b) Subject to Section 11.02, the covenants and agreements of Seller and Purchaser contained in this Agreement will survive the Closing through and including that date that is twelve (other than 12) months from the Closing Date (it being understood that representations and warranties relate to the applicable date or period of time for which such representations and warranties are made and not to subsequent periods), except for the representations and warranties contained in Section 3.13,Taxes, and ARTICLE 3(xxii), Environmental Matters, which shall survive until the end of the period of the applicable statute of limitations and the representations and warranties in Sections ARTICLE 3(i), Existence; ARTICLE 3(ii), Authority; ARTICLE 3(iii), Interests; ARTICLE 3(iv), Subsidiaries, No Other Business; ARTICLE 3(vi), Governmental Approvals and Filings; ARTICLE 4(i), Existence; and ARTICLE 4(ii), Authority; which shall survive without limitation as to time. The covenants and agreements of the APRIL 2024 DRAFT -– BRRFP23-1 MIPA Seller and Purchaser contained in Articles IV (excluding Section 4.08) and V (excluding Section 5.06) (the "Pre-Closing Covenants"), which covenants and agreements this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any breach of a period representation, warranty, covenant or agreement in respect of twelve (12) months) (all of the covenants and agreements of Purchaser and Seller, excluding the Pre-Closing Covenants, are hereinafter referred to as the "Post-Closing Covenants"), which indemnity may be sought under this Agreement shall survive the Closing indefinitely; and (c) Any due diligence or other investigation or examination by any party with respect time at which it would otherwise terminate pursuant to the transactions contemplated by this Agreement shall not in any way affect or lessen the representations and warranties preceding sentences, if notice of the other inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party contained herein against whom such indemnity may be sought prior to the date such representation, warranty, covenant or agreement would have terminated pursuant to the indemnifications with respect theretopreceding sentences.

Survival No Other Representations. 9.01 IX.1 Survival of Representations, Warranties, Covenants and Agreements (a) Subject to Section 11.02, the representations and warranties of Purchaser and Seller (other than the representations and warranties warranties, (x) contained in Section 2.06 (the "Tax Representation") which shall survive for the applicable period of the applicable statute of limitation), and (y) contained in Section 2.09(b) (the "Title Representation") which shall survive the Closing indefinitely) (all of the representations and warranties of Purchaser and Seller, excluding the Tax Representation and the Title Representation, are hereinafter referred to as the "General Representations"), shall survive the Closing for a period of twelve (12) months; provided, however, if Purchaser (or any successor or assign of Purchaser) procures title insurance with respect to the Real Property, to the extent that Purchaser (or any successor or assign of Purchaser) actually receives proceeds from the title insurer in respect of any matters addressed by any of the representations and warranties contained in Section 2.09, then, only with respect to such matters, and only to such extent, such representations and warranties shall be deemed not to have been made; (b) Subject to Section 11.02, the covenants and agreements of Seller and Purchaser contained in this Agreement (other than the covenants and agreements contained in Articles IV (excluding Section 4.08) and V (excluding Section 5.06) (the "Pre-Closing Covenants"), which covenants and agreements shall survive the Closing for a period of twelve (12) months) (all of the covenants and agreements of Purchaser and Seller, excluding the Pre-Closing Covenants, are hereinafter referred to as the "Post-Post- Closing Covenants"), shall survive the Closing indefinitely; and (c) Any due diligence or other investigation or examination by any party with respect to the transactions contemplated by this Agreement shall not in any way affect or lessen the representations and warranties of the other party contained herein or the indemnifications with respect thereto.