POST CLOSING OBLIGATIONS; SURVIVAL OF REPRESENTATION Clause Samples

The "Post Closing Obligations; Survival of Representation" clause defines the responsibilities and commitments that continue after the formal closing of a transaction, as well as the duration for which certain representations and warranties remain effective. In practice, this clause may require parties to perform specific actions, such as delivering additional documents, making final payments, or addressing any outstanding issues that arise after closing. It also clarifies which statements or assurances made during the transaction process will continue to bind the parties and for how long, even after the deal is finalized. The core function of this clause is to ensure that important obligations and protections do not end abruptly at closing, thereby providing ongoing assurance and recourse for both parties.
POST CLOSING OBLIGATIONS; SURVIVAL OF REPRESENTATION. The parties covenant and agree as follows with respect to the period subsequent to the Closing Date:
View SourceView Similar (5)

Related to POST CLOSING OBLIGATIONS; SURVIVAL OF REPRESENTATION

  • Survival of Representations, Etc (a) The representations and warranties made by the Company in this Agreement shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until the date that is fifteen (15) months following the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing, if at any time prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee delivers to the Shareholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved. (b) The representations and warranties made by Parent Parties shall terminate and expire as of the Effective Time, and any liability of Parent Parties with respect to such representations and warranties shall thereupon cease. (c) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (d) The parties acknowledge and agree that if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach. (e) Notwithstanding anything to the contrary, nothing in this Article 10 or elsewhere in this Agreement (whether a temporal limitation, a dollar limitation or otherwise) shall be construed to limit any of Parent’s or any Indemnitee’s rights or remedies with respect to any claim for fraud or intentional misrepresentation by the Company or any of its Representatives (whether or not such actions have been authorized).

  • Survival of Representations All representations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Non-Survival of Representations and Covenants The respective representations, warranties, obligations, covenants, and agreements of the Parties shall not survive the Effective Time except for this Section 10.3 and Articles II, III, IV and XI and Sections 8.10, 8.11 and 8.12 of this Agreement.