Common use of Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations Clause in Contracts

Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the representations and warranties in Section 3.1 (Organization and Authority of the Buyer; Enforceability) shall survive until the expiration of the applicable statute of limitations. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their terms. If the Seller provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.2, then the Liability for such claim will continue until the claim is fully resolved.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Patriot National, Inc.), Asset Purchase Agreement (Patriot National, Inc.), Asset Purchase Agreement (Patriot National, Inc.)

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Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two eighteen (218) years months after the Closing Date; provided, however, that the representations and warranties in Section 3.1 5.1 (Organization and Authority of the BuyerQualification) and Section 5.2 (Authorization; Enforceability) shall survive until the expiration of the applicable statute of limitationslimitations plus sixty (60) days. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their termsterms or, if no term is stated, then a period of twelve (12) months. If the Seller provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.28.2, then the Liability for such claim will continue until the such claim is fully resolved.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Patriot National, Inc.), Stock Purchase Agreement (Patriot National, Inc.)

Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the representations and warranties in Section 3.1 5.1 (Organization and Authority of the BuyerQualification) and Section 5.2 (Authorization; Enforceability) shall survive until the expiration of the applicable statute of limitationslimitations plus sixty (60) days. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their termsterms or, if no term is stated, then a period of twelve (12) months. If the Seller provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.28.2, then the Liability for such claim will continue until the such claim is fully resolved.

Appears in 1 contract

Samples: Stock Purchase Agreement (Patriot National, Inc.)

Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the representations and warranties in Section 3.1 (Organization and Authority of the Buyer; Enforceability) shall survive until the expiration of the applicable statute of limitations. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their terms. If the Seller provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.2, then the Liability for such claim will continue until the claim is fully resolved.

Appears in 1 contract

Samples: Asset Purchase Agreement (Patriot National, Inc.)

Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the representations and warranties in Section 3.1 5.1 (Organization Organization), Section 5.2 (Authorization; Enforceability) and Authority Section 5.6 (Buyer Common Stock) (each of the Buyer; Enforceabilityforegoing, a “Buyer Fundamental Representation”) shall survive until the expiration of the applicable statute of limitationslimitations plus ninety (90) days. All Post-Closing Covenants covenants of the Buyer to be performed prior to Closing will survive the Closing in accordance with their termsfor a period of two (2) years. If the Seller Sellers provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.29.2, then the Liability for such claim will continue until the such claim is fully resolved.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Patriot National, Inc.)

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Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Effective Date; provided, however, that the representations and warranties in Section 3.1 (Organization and Authority of the Buyer; Enforceability) shall survive until the expiration of the applicable statute of limitations. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their terms. If the Seller provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.2, then the Liability for such claim will continue until the claim is fully resolved.

Appears in 1 contract

Samples: Asset Purchase Agreement (Patriot National, Inc.)

Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two eighteen (218) years months after the Closing Date; provided, however, that the representations and warranties in Section 3.1 (Organization and Authority of the Buyer; Enforceability) shall survive until the expiration of the applicable statute of limitations. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their terms. If the Seller provides notice of a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.2, then the Liability indemnification obligations for such claim will continue until the claim is fully resolvedLiability shall have been determined, resolved and, if applicable, paid pursuant to this Article 6.

Appears in 1 contract

Samples: Asset Purchase Agreement (Patriot National, Inc.)

Survival of the Buyer’s Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Buyer contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the representations and warranties in Section 3.1 5.1 (Organization and Authority of the BuyerQualification) and Section 5.2 (Authorization; Enforceability) shall survive until the expiration of the applicable statute of limitationslimitations plus sixty (60) days. All Post-Closing Covenants of the Buyer will survive the Closing in accordance with their terms. If the Seller provides notice of terms or, if no term is stated, then a claim in accordance with the terms of this Agreement prior to the end of the applicable period of survival set forth in this Section 6.2, then the Liability for such claim will continue until the claim is fully resolved.twelve (12)

Appears in 1 contract

Samples: Stock Purchase Agreement (Patriot National, Inc.)

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