Common use of Survival of Buyer’s Representations, Warranties, Covenants, and Indemnification Obligations Clause in Contracts

Survival of Buyer’s Representations, Warranties, Covenants, and Indemnification Obligations. The representations and warranties of Buyer in this Agreement (and the corresponding representations and warranties confirmed in the certificates delivered at Closing pursuant to Section 12.3(d) or any other Transaction Document), and the covenants, indemnity obligations, and other performance obligations of Buyer in this Agreement shall survive until 12 months after Closing, except that (i) Fundamental Representations of Buyer and Assumed Liabilities shall survive Closing until 60 days after the expiration of the applicable statute of limitations, and (ii) notwithstanding anything in this Section 14.9(b) to the contrary, in the event that any breach of, inaccuracy in, or non-fulfillment of any representation or warranty by Buyer constitutes Fraud, such representation or warranty shall survive the Closing indefinitely.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Earthstone Energy Inc)

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Survival of Buyer’s Representations, Warranties, Covenants, and Indemnification Obligations. The representations and warranties of Buyer in this Agreement (and the corresponding representations and warranties confirmed in the certificates delivered at Closing pursuant to Section 12.3(d12.3(f)) or any other Transaction Document), and the covenants, indemnity obligations, and other performance obligations of Buyer in this Agreement or any Transaction Document other than as set forth in the agreements substantially in the form of Exhibit G (Form of Registration Rights Agreement) and Exhibit I (Form of Side Letter) shall survive until 12 months after Closing, except that (i1) Buyer’s Fundamental Representations of Buyer and Assumed Liabilities shall survive Closing until 60 days after the expiration of the applicable statute of limitations, and (ii2) notwithstanding anything in this Section 14.9(b) to the contrary, in the event that any breach of, inaccuracy in, or non-fulfillment of any representation or warranty by Buyer constitutes Fraud, such representation or warranty shall survive the Closing indefinitely.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Earthstone Energy Inc)

Survival of Buyer’s Representations, Warranties, Covenants, and Indemnification Obligations. The representations and warranties of Buyer in this Agreement (and the corresponding representations and warranties confirmed in the certificates delivered at Closing pursuant to Section 12.3(d12.3(e) or any other Transaction Document), and the covenants, indemnity obligations, and other performance obligations of Buyer in this Agreement shall survive until 12 months after Closing, except that (i) Fundamental Representations of Buyer and Assumed Liabilities shall survive Closing until 60 days after the expiration of the applicable statute of limitations, and (ii) notwithstanding anything in this Section 14.9(b) to the contrary, in the event that any breach of, inaccuracy in, or non-fulfillment of any representation or warranty by Buyer constitutes Fraud, such representation or warranty shall survive the Closing indefinitely.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Earthstone Energy Inc)

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Survival of Buyer’s Representations, Warranties, Covenants, and Indemnification Obligations. The representations and warranties of Buyer in this Agreement (and the corresponding representations and warranties confirmed in the certificates delivered at Closing pursuant to Section 12.3(d12.3(e)) or any other Transaction Document), and the covenants, indemnity obligations, and other performance obligations of Buyer in this Agreement shall or any Transaction Document other than as set forth in the agreement substantially in the form of Exhibit G (Form of Registration Rights Agreement)shall survive until 12 18 months after Closing, except that (i1) Buyer’s Fundamental Representations of Buyer and Assumed Liabilities shall survive Closing until 60 days after the expiration of the applicable statute of limitations, and (ii2) notwithstanding anything in this Section 14.9(b) to the contrary, in the event that any breach of, inaccuracy in, or non-fulfillment of any representation or warranty by Buyer constitutes Fraud, such representation or warranty shall survive the Closing indefinitely.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Earthstone Energy Inc)

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