Expiration of Representations and Warranties Sample Clauses
The "Expiration of Representations and Warranties" clause defines the period during which the statements and assurances made by the parties in a contract remain legally enforceable. Typically, this clause specifies a set timeframe after the closing or effective date—such as 12 or 24 months—during which a party can bring claims for breaches of these representations and warranties. After this period expires, the parties are generally released from liability for any inaccuracies or misstatements, except for certain fundamental representations that may survive longer. This clause provides certainty and limits ongoing risk by establishing a clear cutoff for potential claims related to pre-contractual disclosures.
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Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing Date; provided, however, that: (a) the representations and warranties set forth in Section 2.8, Section 2.13 and Section 2.17 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; and (b) the representations and warranties set forth in Section 2.1(a), Section 2.1(d), Section 2.2, Section 2.10(c), Section 2.25, Section 3.1, Section 3.2, Section 3.3, Section 3.8, Section 3.9 and Section 3.10 shall survive indefinitely (each of the sections referred to in clause (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants and agreements (i) to be performed prior to Closing, shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performed. Notwithstanding the foregoing, all claims (and matters relating thereto) made prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.
Expiration of Representations and Warranties. All representations and warranties made pursuant to this Merger Agreement shall expire with, and be terminated and extinguished by, the mergers at the Closing Date.
Expiration of Representations and Warranties. All of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Purchaser and Seller with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agent, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.
Expiration of Representations and Warranties. (a) The respective representations and warranties contained in Articles 3 and 4 of this Agreement shall expire with, and be terminated by, the consummation of the Merger, and neither of the Parties nor any of their officers, directors, agents or shareholders shall have any liability with respect to such representations or warranties after the Effective Date. This provision shall not protect any officer, director, agent or shareholder of the Parties against any liability to the entity for which that officer, director, agent or shareholder so acts or to its shareholders to which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office.
(b) If any order or orders of the SEC with respect to this Agreement shall be issued prior to the Effective Date and shall impose any terms or conditions which are determined by action of the Boards of Directors of the Parties to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of the Parties, unless such terms and conditions shall result in a change in the method of computing the number of shares of Emerging Markets Infrastructure Fund Common Stock to be issued pursuant to this Agreement, in which event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the shareholders of the Parties prior to the meetings at which the Merger shall have been approved, this Agreement shall not be consummated and shall terminate unless the Parties call special meetings of shareholders at which such conditions so imposed shall be submitted for approval. 13. MISCELLANEOUS 13.
Expiration of Representations and Warranties. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time.
Expiration of Representations and Warranties. Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all of the representations and warranties of the Parties set forth in this Agreement shall survive the Closing and continue for eighteen (18) months following the Closing Date (the “Expiration Date”); provided, however, that any such representation, warranty, covenant or agreement shall survive beyond the applicable date specified herein with respect to any claim for indemnification under this Section 6(a) based on such representation, warranty, covenant or agreement in the event a Claim Notice with respect to such claim has been delivered to the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein); provided, however, that the foregoing shall not apply to the covenants and agreements of the parties to be performed following the Closing. In addition, the definitions set forth in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreements.
Expiration of Representations and Warranties. In the absence of fraud or willful misrepresentation, the representations and warranties of Seller contained herein shall expire and be terminated and extinguished on the Closing Date, and thereafter Seller shall have no liability whatsoever with respect to any such expired representation or warranty.
Expiration of Representations and Warranties. All representations and warranties contained in this Article III shall expire at the Effective Time, and thereafter, neither Fifth Third nor Fifth Third Financial shall have any further liability or obligation with respect thereto.
Expiration of Representations and Warranties. All representations and warranties made by the Parties in this Agreement or in any schedule, document, certificate or other instrument delivered by or on behalf of the Parties pursuant to this Agreement shall expire on the [*] anniversary of the Effective Date.
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date that is the eighteen (18)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company as set forth in Section 3.8 (Relationships with Affiliates), Section 3.12 (Intellectual Property), Section 3.13(c) (Government Contracts), Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits), Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) shall continue in full force and effect until sixty (60) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company as set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.29 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved.