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 has the meaning set forth in Section 9.1. “Taking” has the meaning set forth in Section 6.18.
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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.

  • 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 will survive Closing pursuant to its terms.

  • Subject to the limitations set forth in this Agreement, Sellers shall jointly and severally indemnify Buyer for any and all Damages actually incurred by Buyer as a result of (i) a breach as of the Closing Date of any representation or warranty of a Seller or Sellers set forth in Article III or Article IV that is discovered after the Closing; or (ii) a breach by a Seller of a Surviving Covenant.

  • The party which has received a representation, warranty or certification, whether in this Agreement or in any Closing Document, or in whose favour a Surviving Covenant was made, shall give written notice to the other party of each breach of the representation, warranty, certification or Surviving Covenant, together with details thereof, within a reasonable time after becoming aware of the breach and in any event no later than the last day of the Survival Period.

  • 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 only after which such obligations shall merge into the Closing Documents (a "Surviving Covenant").

  • The provisions of this Section 16.13 constitute a Surviving Covenant.

  • The Surviving Covenants will survive the Closing Date until, and will expire when, in each case, the applicable statute of limitations has expired; provided, however, that with respect to each Employment Agreement, the Surviving Covenant contained in Section 5.5 will survive for one (1) year following the expiration of related Noncompetition Term (as defined in the applicable Employment Agreements).

  • Ms. Cepeda-Freytiz noted her agreement with comments made by others.

  • 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 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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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 11.2(d)(i)(A).

  • Merger Closing means the “Closing” as 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.

  • 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.

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

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • 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.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Survival Period has the meaning set forth in Section 11.1.