No Survival Sample Clauses
The "No Survival" clause establishes that certain obligations, representations, or warranties made in an agreement do not continue to be enforceable after the contract ends or is terminated. In practice, this means that once the agreement concludes, neither party can bring claims based on those provisions, even if issues arise later. This clause is commonly used to limit ongoing liability and provide finality, ensuring that parties are not exposed to indefinite risk after the contractual relationship has ended.
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No Survival. All representations, warranties, covenants and agreements made in this Agreement shall not survive the Closing Date except for covenants and agreements that by their terms are to be satisfied after the Closing Date, which covenants and agreements shall survive until satisfied in accordance with their terms.
No Survival. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger, except for covenants and agreements which contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time.
No Survival. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto shall terminate at the Closing. Notwithstanding the foregoing, neither this Section 9.01 nor anything else in this Agreement to the contrary shall limit: (a) the survival of any covenant or agreement of the Parties which by its terms is required to be performed or complied with in whole or in part after the Closing, which covenants and agreements shall survive the Closing in accordance with their respective terms; or (b) any claim against any Person with respect to intentional fraud in the making of the representations and warranties by such Person in Article III or Article IV, as applicable.
No Survival. The Parties acknowledge and agree that except for (a) this Section 7.03, (b) Article VIII and (c) those covenants and agreements that by their terms apply or are to be performed after the Closing, the representations, warranties, covenants and agreements of the Parties contained in this Agreement (and any certificate delivered pursuant to Article VI of this Agreement) shall not survive beyond the Closing and there shall be no liability in respect thereof, whether such liability has accrued prior to or after the Closing on the part of any Party, any of its Affiliates or any of their respective Representatives.
No Survival. The representations and warranties and obligations contained in this Agreement will terminate at the Effective Time or on termination of this Agreement in accordance with Section 8.1, except that the obligations contained in Article II and any other obligation contained in this Agreement requiring performance or compliance after the Effective Time (including without limitation Section 6.3) will survive the Effective Time indefinitely.
No Survival. The Parties, intending to modify any applicable statute of limitations, agree that (y) the representations and warranties in this Agreement or in any certificates delivered pursuant to this Agreement shall terminate effective as of the Closing and shall not survive the Closing for any purpose, and thereafter there shall be no Liability on the part of, nor shall any claim seeking to recover damages or other remedies be made by, any of the Parties or any of their respective Affiliates in respect thereof, and (z) after the Closing, there shall be no Liability on the part of, nor shall any claim be made by, any of the Parties or any of their respective Affiliates in respect of any covenant or agreement to be performed prior to the Closing. In furtherance of the foregoing, from and after the Closing, except for claims relating to the covenants described in the next sentence, each Party waives and releases, to the fullest extent permitted by applicable Law, any rights, remedies, claims and causes of action (including any statutory rights to contribution or indemnification) that it may have against any other Party or any of its Affiliates or representatives with respect to the matters arising out of or in connection with this Agreement or relating to the transactions contemplated hereby arising under or based upon any theory whatsoever, under any Law, contract, tort or otherwise. All covenants and agreements contained in this Agreement that contemplate performance thereof following the Closing or otherwise expressly by their terms survive the Closing will survive the Closing in accordance with their terms, and the Parties shall be entitled to all equitable and monetary remedies in connection therewith. Without limiting the generality of the foregoing, the Parties hereby acknowledge that:
(a) the provisions of, and the limitations of remedies provided in, ARTICLE VIII, Section 10.6 and this ARTICLE IX were specifically bargained for by the Parties;
(b) the Parties have voluntarily agreed to define their rights, liabilities and obligations respecting the transactions contemplated hereby exclusively in contract pursuant to the express terms and provisions of this Agreement and the other documents contemplated by this Agreement; and
(c) this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations and that no Party has any special relationship with another Party that would justify any expectation beyond that of a...
No Survival. None of the representations and warranties contained herein shall survive the Effective Time.
No Survival. None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement shall survive the Effective Time. This Section 8.3 shall not limit any covenant or agreement of the parties to this Agreement that, by its terms, contemplates performance after the Effective Time.
No Survival. None of the representations, warranties, covenants and agreements made in this Agreement shall survive the termination of the Agreement in accordance with its terms, except for the agreements in Section 4 and this Section 10.
No Survival. None of the representations, warranties and covenants in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing. Notwithstanding the foregoing, this Section 8.3 shall not limit the survival of any covenant or agreement of the parties hereto contained in this Agreement which by its terms contemplates performance in whole or in part after the Closing.