SURVIVAL; POST-CLOSING RECOURSE Sample Clauses

SURVIVAL; POST-CLOSING RECOURSE. Section 7.1 No Survival. Other than the representations and warranties set forth in Section 2.27 and Section 3.10, which shall survive the Closing indefinitely, the representations and warranties of Sellers and Buyers contained in this Agreement shall not survive the Closing for any purpose, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any Person in respect of such representations and warranties; provided that the representations and warranties shall survive, and the Parties (and the insurers under the RWI Policy to the extent the insurer has a right of subrogation thereunder) shall be permitted to make claims thereunder, in respect of Fraud and to the extent permitted by the last sentence of Section 7.5(a). Notwithstanding the foregoing, the parties acknowledge and agree that the preceding sentence shall not apply to, and shall be without prejudice in respect of, any claims made by Buyers under the RWI Policy. The covenants and agreements of the Parties contained in this Agreement required to be performed or fulfilled at or prior to the Closing shall terminate as of the Closing, and neither Party or any of its Affiliates or its or their respective Representatives shall have any recourse against the other party or any of its Affiliates or its or their respective Representatives with respect to such representations, warranties, covenants and agreements; provided that the covenants and agreements of the Parties contained in this Agreement required to be performed or fulfilled at or prior to the Closing shall survive to the extent of a knowing and intentional breach in accordance with Section 7.7(c). The covenants and agreements contained in this Agreement that are to be performed after the Closing shall survive the Closing until performed in accordance with their respective terms or, if no time period for performance is contemplated, for a period of one (1) year following the Closing. The right to indemnification set forth in Section 7.3 and Section 7.4 shall survive for six (6) years following the Closing Date and the right to make a claim under Section 7.7(c) shall survive until the applicable statute of limitations; provided that any claim validly made for indemnification hereunder prior to such date shall survive indefinitely. Notwithstanding anything to the contrary set forth in this Agreement, the survival of any claims under Section 1.5, Section 1.6 or Section 4.14 of this Agreement and the right to indemn...
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SURVIVAL; POST-CLOSING RECOURSE. 7.1 No Survival. Other than the representations and warranties set forth in Section 2.21 and Section 3.10, which shall survive the Closing indefinitely, and except in the case of claims based on Fraud, the representations and warranties of Seller and Buyer contained in this Agreement shall not survive the Closing for any purpose, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any Person in respect of such representations and warranties. The covenants and agreements of the Parties contained in this Agreement required to be performed or fulfilled at or prior to the Closing shall terminate as of the Closing, and neither Party or any of its Affiliates or its or their respective representatives shall have any recourse against the other party or any of its Affiliates or its or their respective representatives with respect to such representations, warranties, covenants and agreements. The covenants and agreements contained in this Agreement that are to be performed after the Closing shall survive the Closing until performed in accordance with their respective terms, but not to exceed the applicable statute of limitations in the event of and with respect to a breach thereof.
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Related to SURVIVAL; POST-CLOSING RECOURSE

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

  • Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • SELLER'S REPRESENTATION AND AGREEMENTS (a) Seller represents and warrants as of this date that:

  • Buyer's Closing Obligations At the Closing, Buyer shall:

  • Pre-Closing Covenants and Agreements The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

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