REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE Clause Samples

The "Representations and Warranties Surviving Closing Date" clause establishes that certain statements and assurances made by the parties remain legally effective even after the transaction has been completed. In practice, this means that if one party discovers a breach of these representations or warranties after the closing date, they may still have the right to seek remedies such as damages or indemnification. This clause is essential for protecting parties against undisclosed issues or misrepresentations that may only become apparent after the deal is finalized, thereby allocating risk and ensuring accountability beyond the closing.
REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE. (a) The covenants, representations and warranties of the Vendor contained in Section Three hereof and elsewhere in this Agreement and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading. (b) Any claims against the Vendor by the Purchaser pursuant to the terms hereof shall not be enforceable against the Vendor unless notice thereof shall have been given in writing to the Vendor within one (1) year of the Closing Date. (c) Each and every right, remedy and power granted to the Purchaser hereunder pursuant to Section Three or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Purchaser from time to time concurrently or independently and as often and in such order as the Vendor may deem expedient. (d) Notwithstanding any other provision of this Agreement, a claim for any breach of any of the representations and warranties contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable law.
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REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE. The covenants, representations and warranties of the Vendors contained in this Section 2 and elsewhere in this Agreement, shall either be set forth in or shall be deemed to apply to all assignments, transfers conveyances or other documents conveying the Purchased Shares hereunder, and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyances or documents, notwithstanding any rule or law in equity or in statute to the contrary, and shall continue in full force and effect for a period of 6 months from the Closing Date.
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Related to REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE

  • Representations and Warranties on Closing Date The representations and warranties made in this Article III will be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS CONFIRMING PARTY A. The Vendors / Confirming Party have absolute, clear and marketable title with respect to the said land, the Vendors / Confirming Party have requisite rights to carry out development upon the said land and absolute, actual, physical and legal possession of the said land for the project; B. The Vendors / Confirming Party have lawful rights and requisite approvals from the competent authorities to carry out development of the Project; C. There are no encumbrances upon the said land or the Project. In case of any encumbrance, the Vendors / Confirming Party shall intimate the same to the Purchaser/s; D. There are no suit/s, case/s or any other form of litigation/s pending before any Court of Law with respect to the said land or the Project; E. All approvals, licenses and permits issued by the competent authorities with respect to the project and the said land are valid and subsisting and have been obtained by following due process of law. Further, the Vendors / Confirming Party have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the project, said land, Building and Apartments and common areas; F. The Vendors / Confirming Party have the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Purchaser/s intended to be created herein, may prejudicially be affected; G. The Vendors / Confirming Party have not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said land including the Project and the Schedule-A property which will, in any manner, affect the rights of Purchaser/s under this Agreement; H. The Vendors / Confirming Party confirm that the Vendors / Confirming Party are not restricted in any manner whatsoever from selling the Schedule-A property to the Purchaser/s in the manner contemplated in this Agreement; I. At the time of execution of the Sale Deed the Vendors / Confirming Party shall handover lawful, vacant, peaceful, physical possession of the Schedule-A property to the Purchaser/s;

  • Representations and Warranties True as of the Closing Date Buyer’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.