Limitations on Survival Clause Samples

The "Limitations on Survival" clause defines how long certain obligations, representations, or warranties in a contract remain enforceable after the agreement ends or is terminated. Typically, this clause specifies which provisions will continue to apply and for how long, such as confidentiality obligations surviving for two years post-termination, while other terms may expire immediately. Its core function is to provide clarity and certainty regarding the duration of post-contract responsibilities, thereby preventing indefinite liability and helping parties manage their ongoing risks.
Limitations on Survival. Section 17.01 Except as otherwise provided in this Contract, no representations, warranties, covenants, indemnities, obligations or liabilities of Seller set forth in this Contract shall survive the Closing, and no action based thereon shall be commenced after the Closing. Section 17.02 The delivery of the deed by Seller, and the acceptance thereof by Purchaser, shall be deemed to be the full performance and discharge of every obligation on the part of the parties to be performed hereunder, except those obligations specifically set forth herein to survive the Closing.
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Limitations on Survival. An Indemnifying Party's obligation to indemnify an Indemnified Party as provided in this Article XII is subject to the condition that the Indemnifying Party shall have received written notice of the Claim for which indemnity is sought within two (2) years after the Closing Date.
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Limitations on Survival. Each of the representations and warranties made by the parties in Article III, in Section 4.03 and in the certificates delivered pursuant to Sections 5.01(a) and 5.02(a) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement, the Closing and the consummation of the transactions contemplated by this Agreement to and until three (3) years after the Closing Date, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal misrepresentation.
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Limitations on Survival. Except for the representations and ----------------------- warranties in SECTIONS 3.1(B), (C) and (D), each of the representations and warranties made by the parties in ARTICLE 3 and in the certificates delivered pursuant to SECTIONS 5.1 and 5.2 (and including the Disclosure Schedule insofar as the Disclosure Schedule relates to such representations and warranties) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement the Closing and the consummation of the transactions called for by this Agreement to and until 18 months after the Effective Time, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal representation. The representations and warranties contained in SECTIONS 3.1(B), (C) and (D) shall survive Closing and shall not terminate at any time.
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Limitations on Survival. Each of the representations and warranties made by the Company in Section 5.1(u) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(a)(ii) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the date on which the statute of limitations (taking into account any tolling agreements with respect thereto) with respect to enforcement of any relevant sections of the Code and the regulations promulgated thereunder against the Company, its subsidiaries and Affiliates has expired (at which time they will terminate). Each of the representations and warranties made by the Company in Section 5.1(v) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(a)(ii) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the first to occur of: (i) the completion of a Qualified Public Offering (as such term is defined in the Securityholders Agreement) and (ii) the date which is two years after the Initial Closing Date (at which time they will terminate). Each of the representations and warranties made by the Company in Sections 5.1(a), (b)(i), (d) and (e)(iv) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(b) (insofar as they relate to such representations and warranties) and by the Buyer in Sections 5.2(a), (b), (c), (d) and (f) and the certificate delivered pursuant to Section 7.2(b) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the first to occur of: (x) the completion of a Qualified Public Offering (as such term is defined in the Stockholders Agreement) and (y) the date which is twelve months after the Subsequent Closing Date or, if the Option is not exercised prior to the end of the Exercise Period, the day after the expiration of the Exercise Period (at which time they will terminate). All other representations and warranties made by the parties in Article V of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Sections 7.1(a)(i...
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Limitations on Survival. Each of the representations and warranties made by the parties in Article III of this Agree ment shall survive the Closing to and until the date which is one (1) year after the Closing Date PROVIDED that a fraudulent representation or warranty contained herein shall survive the Closing to and until the date which is one hundred twenty (120) days following expiration of the applicable statutes of limita tions with respect to claims for fraud (at which time they shall terminate). Each of the representations and warranties contained in Section 3.1(p) shall survive the Closing to and until the date which is one hundred twenty (120) days following expiration of the applicable statutes of limitations with respect to the Taxes to which such representation or warranty relates, and each of the representations and warranties contained in Sections 3.1(a) and (b) and Sections 3.2(a) and (b) will survive the Closing and shall not terminate.
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Limitations on Survival 
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Related to Limitations on Survival

  • Limitations on Warranties Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Suits No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee such indemnity as is reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

  • Limitations on Damages Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

  • Limitations on Remedies 7.1 IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF THE TEKNI-PLEX COMPANIES OR ANY OF ITS OR THEIR EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, IN AN AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY RECEIVED BY SELLER FROM BUYER AS PURCHASE PRICE FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT OF A CLAIM OR SERIES OF RELATED CLAIMS. IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY: LOSS OF INCOME; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF BUSINESS; LOSS OF CONTRACTS; LOSS OF GOODWILL OR REPUTATION; LOSS OF ANTICIPATED SAVINGS; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; BUYER’S ATTORNEY FEES OR ANY OTHER TYPE OF LUCRUM CESSANS; ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING FROM OR RELATING TO ANY INJURY TO PERSONS; LOSS OF VALUE OR USE (INCLUDING WITHOUT LIMITATION, DIMINUTION IN VALUE OR STIGMA DAMAGES); LOSS OF ANTICIPATED REVENUE OR PROFIT; COST OF CAPITAL; DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT; CLAIMS MADE BY END-USERS; OR COST OF SUBSTITUTE SUPPLIES, FACILITIES OR SERVICES, WHETHER BASED IN TORT, CONTRACT, BREACH OF STATUTORY DUTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. 7.2 Without prejudice to any other provisions of this Agreement (including, but not limited to Section