Surviving Covenant definition

Surviving Covenant has the meaning set forth in Section 8.1.
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Surviving Covenant shall have the meaning ascribed thereto in Section 10.3.
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Surviving Covenant means that the covenants and agreements set forth in this Agreement that by their terms are required to be performed at or after Closing shall survive Closing until they have been performed or satisfied in full.
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Examples of Surviving Covenant in a sentence

  • Any claim for indemnification pursuant to this Section 13(b) based on the breach of a representation, warranty or Surviving Covenant that survives the Closing for a finite period must be asserted by the Purchaser or a Purchaser Indemnified Party on or before the expiration of such finite period for such claim to be enforceable.

  • All community facility owned open spaces shall be a pest plant free environment.

  • The Parties acknowledge that the failure to comply with a covenant or obligation, including any Surviving Covenant, contained in this Agreement may give rise to irreparable injury to a Party inadequately compensable in Damages.

  • Each Surviving Covenant shall survive the Closing and will remain in full force and effect thereafter in accordance with their respective terms.

  • Buyer shall indemnify Sellers for any and all Damages actually incurred by Sellers as a result of a breach as of the Closing Date of any representation or warranty of Buyer set forth in Article V that is discovered after the Closing, or arising from any breach by Buyer of a Surviving Covenant.

  • Each Surviving Covenant shall survive the Closing Date until, and will expire sixty (60) days following the expiration of the statute of limitation applicable to such covenant.

  • Any claim arising out of a default in the performance by any Seller of its obligations under this Agreement to be performed on or prior to Closing for which Section 10.1 expressly provides that this Section 10.3 shall govern shall survive Closing for twelve (12) months after which such obligations shall merge into the Closing Documents (a "Surviving Covenant").

  • These ten indicators are measures that describe development capability of IC products, and cover the dimensions of project performance that were discussed earlier:time, cost and specifications4.

  • Upon such termination and return, neither Seller nor Buyer shall have any further rights or obligations under this Agreement, except for the Surviving Covenant.

  • Each covenant of any party contained in this Agreement or in any closing certificate or other document delivered in connection herewith which by its terms requires performance after the Closing (the “Surviving Covenants”) shall survive the Closing until fully performed in accordance with its terms or, if no time for full performance is specified, such Surviving Covenant shall survive until the sixth (6th) anniversary of the Closing Date.


More Definitions of Surviving Covenant

Surviving Covenant has the meaning set forth in Section 9.1. “Taking” has the meaning set forth in Section 6.18.
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Surviving Covenant means, as applicable, (i) a covenant set forth in this Agreement or any Closing Document made by Seller and that was first discovered after Closing to be breached (it being understood that, for purposes of determining when the same was first discovered, Purchaser shall not be deemed to have known of a breach of any covenant unless disclosed in writing to Purchaser in the Disclosure Schedule or the Updated Schedule (defined below) or unless Purchaser otherwise has Actual Knowledge thereof), or (ii) a covenant set forth in this Agreement or any Closing Document made by Purchaser that was first discovered by Seller after the Closing to be breached (it being understood that, for purposes of determining when the same was first discovered, Seller shall not be deemed to have known of a breach of any covenant unless disclosed by Purchaser to Seller in writing or unless Seller otherwise has actual knowledge thereof).
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Related to Surviving Covenant

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Effective Time has the meaning set forth in Section 2.2.

  • Pre-Existing Condition means an illness, disease, or other condition during the 180 day period immediately prior to the Effective Date of Your coverage for which You or Your Traveling Companion, Business Partner or Family Member: 1) received or received a recommendation for a test, examination, or medical treatment; or 2) took or received a prescription for drugs or medicine. Item (2) of this definition does not apply to a condition which is treated or controlled solely through the taking of prescription drugs or medicine and remains treated or controlled without any adjustment or change in the required prescription throughout the 180 day period before Your coverage is effective under this policy.

  • Surviving Bank has the meaning set forth in Section 1.03.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Pre-Existing Conditions means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Surviving beneficiary or "surviving descendant" means a beneficiary or a descendant who did not predecease the decedent and is not considered to have predeceased the decedent under section 2702.

  • Second Effective Time has the meaning specified in Section 2.02.

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • First Effective Time has the meaning specified in Section 2.02.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Surviving Obligations means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

  • Financial Covenant has the meaning specified in Section 7.08.

  • Surviving Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before and after giving effect to the Initial Extension of Credit.

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Survival Date has the meaning set forth in Section 9.1.

  • Surviving Person means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

  • Additional Covenant means any covenant in respect of the financial condition or financial position of the Company, including, but not limited to, covenants that specify or require the maintenance of certain financial ratios applicable to the Company, and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).