Survival and Limitations of Representations and Warranties Clause Samples
The "Survival and Limitations of Representations and Warranties" clause defines how long the promises and assurances made by each party in a contract remain legally enforceable after the agreement is signed or closed. Typically, this clause specifies a set period during which claims for breaches of these representations and warranties can be made, and may also outline any exceptions or limitations to this period. Its core function is to provide certainty and manage risk by clarifying the timeframe and scope within which parties can seek remedies for misrepresentations or breaches, thereby preventing indefinite liability.
Survival and Limitations of Representations and Warranties. 6.1 Survival of Warranties by NHL To the extent that they have not been fully performed at or prior to the Time of Closing, and unless otherwise provided, the covenants, representations and warranties of NHL contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement shall survive the Closing and shall continue for the benefit of Sonoma for a period of one (1) year notwithstanding such Closing, nor any investigation made by or on behalf of Sonoma or any knowledge of Sonoma, except that:
(a) the representations and warranties set out in sections 3.1(r) and 3.1(s), and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 8.1(a), shall survive the Closing and continue in full force and effect until, but not beyond, the expiration of the period, if any, during which an assessment or other form of recognized document assessing liability for Tax, interest or penalties under Laws applicable to Tax in respect of any taxation year to which such representations and warranties extend could be issued under such Laws to NHL, including any additional period resulting from NHL filing a waiver or other document extending such period prior to the Closing;
(b) a claim for breach of any such representation or warranty, to be effective, must be asserted in writing on or prior to the applicable expiration time set out in this Section 6.1, provided that a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law; and
(c) no claim for any breach of any of the covenants, representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement may be made after the applicable expiration time set out in this Section 6.1, notwithstanding that such breach was not objectively discoverable.
6.2 Survival of Warranties by Shareholders To the extent that they have not been fully performed at or prior to the Time of Closing, and unless otherwise provided, the covenants, representations and warranties of the Shareholders contained in this Agreement and an...
Survival and Limitations of Representations and Warranties. 4.1 Survival of Representations and Warranties by the Assignor The representations, warranties, covenants and obligations made by the Assignor contained in this Agreement or contained in any document or certificate provided by the Assignor in order to carry out the transactions contemplated hereby shall survive the Closing and shall continue in full force and effect for the benefit of the Assignee indefinitely.
Survival and Limitations of Representations and Warranties. 45 11.1 Survival......................................................45
Survival and Limitations of Representations and Warranties. The representations and warranties set forth in this Agreement shall survive the Closing.
Survival and Limitations of Representations and Warranties. 4.1 Survival of Warranties by the Vendor The representations and warranties made by the Vendor and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Shares provided for herein and, notwithstanding such closing, shall continue in full force and effect for the benefit of the Purchaser; provided that no Warranty Claim may be made or brought by the Purchaser after the date which is 2 years following the Closing Date. After the expiration of the period of time referred to above, the Vendor will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendor and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any Warranty Claims made by the Purchaser in writing prior to the expiration of such period.
4.2 Survival of Warranties by the Purchaser The representations and warranties made by the Purchaser and contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby will survive the closing of the purchase and sale of the Purchased Shares provided for herein and, notwithstanding such closing, shall continue in full force and effect for the benefit of the Vendor; provided that no Warranty Claim may be made or brought by the Vendor after the date which is 2 years following the Closing Date. After the expiration of the period of time referred to above in this section, the Purchaser will be released from all obligations and liabilities in respect of the representations and warranties made by it in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any Warranty Claims made by the Vendor in writing prior to the expiration of such period.
Survival and Limitations of Representations and Warranties. 4.1 Survival of Warranties by the Vendors and the Company. The representations and warranties made by the Vendors and the Company and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Shares provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Purchaser or any other person or any knowledge of the Purchaser or any other person, shall continue in full force and effect for the benefit of the Purchaser, subject to the following provisions of this section.
(a) Except as provided in (b) and (c) of this section, no Warranty Claim may be made or brought by the Purchaser after the date which is two years following the Closing Date.
(b) Any Warranty Claim which is based upon or relates to the tax liability of the Company for a particular taxation year may be made or brought by the Purchaser at any time prior to the expiration of the period (if any) during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties in respect of such taxation year under applicable tax legislation could be issued, assuming that the Company does not file any waiver or similar document extending such period as otherwise determined.
(c) Any Warranty Claim which is based upon or relates to the title to the Purchased Shares or which is based upon intentional misrepresentation or fraud by the Vendors or the Company may be made or brought by the Purchaser at any time. After the expiration of the period of time referred to in (a) of this section, the Vendors will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendors and the Company and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any Warranty Claims made by the Purchaser in writing prior to the expiration of such period and subject to the rights of the Purchaser to make any claim permitted by (b) and or (c) of this section.
Survival and Limitations of Representations and Warranties. 5.1 Survival of Warranties Wood and QMI
Survival and Limitations of Representations and Warranties. 4.1 Survival of Warranties by the Optionor
(a) Except as provided in paragraph (b) of this section, no claim may be made or brought by the Optionee after the date which is thirty-six (36) months following the Transfer Date.
(b) Any claim which is based upon or relates to the title to the Mhakari Claims Excluding Vanderbilt or which is based upon intentional misrepresentation or fraud by the Optionor may be made or brought by the Optionee at any time. After the expiration of the period of time referred to in paragraph (a) of this section, the Optionor will be released from all obligations and liabilities in respect of the representations and warranties made by the Optionor and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby except with respect to any claims made by the Optionee in writing prior to the expiration of such period and subject to the rights of the Optionee to make any claim permitted by paragraph (b) of this section.
Survival and Limitations of Representations and Warranties. 1. SURVIVAL OF WARRANTIES BY THE VENDOR. The representations and warranties made by the Vendor and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Purchased Assets provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Purchaser, Workstream or any other person or any knowledge of the Purchaser, Workstream or any other person, shall continue in full force and effect for the benefit of the Purchaser or Workstream, except that no Warranty Claim may be made or brought by the Purchaser or Workstream after the date which is two years following the Closing Date. After the expiration of the period of time referred to in this section 4.1, the Vendor will be released from all obligations and liabilities in respect of the representations and warranties made by the Vendor and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby except with respect to any claims made by the Purchaser and/or Workstream in writing prior to the expiration of such period.
Survival and Limitations of Representations and Warranties. 4.1 Survival of Warranties by the Optionor
(a) Except as provided in paragraph (b) of this section, no claim may be made or brought by the Optionee after the date which is thirty-six (36) months following the Transfer Date.
(b) Any claim which is based upon or relates to the title to the Coyote Extension or which is based upon intentional misrepresentation or fraud by the Optionor may be made or brought by the Optionee at any time. After the expiration of the period of time referred to in paragraph (a) of this section, the Optionor will be released from all obligations and liabilities in respect of the representations and warranties made by the Optionor and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby except with respect to any claims made by the Optionee in writing prior to the expiration of such period and subject to the rights of the Optionee to make any claim permitted by paragraph (b) of this section.