Survival of Representations and Warranties Escrow Clause Samples
The "Survival of Representations and Warranties; Escrow" clause establishes that certain promises and statements made by the parties, as well as specific obligations, will continue to be enforceable even after the closing of a transaction. In practice, this means that if one party discovers a breach of representation or warranty after the deal is finalized, they may still seek remedies, often with recourse to funds held in escrow for a defined period. This clause is essential for protecting parties against undisclosed liabilities or misrepresentations that may surface post-closing, ensuring accountability and providing a mechanism for resolving such issues.
POPULAR SAMPLE Copied 1 times
Survival of Representations and Warranties Escrow. 7.1 Survival of Representations and Warranties, Indemnity.
Survival of Representations and Warranties Escrow. 27 4.1 Survival of Representations and Warranties......................27
Survival of Representations and Warranties Escrow. 46 7.1 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 46 7.2
Survival of Representations and Warranties Escrow. 37 7.1 Survival of Representations and Warranties......................... 37 7.2 Escrow Arrangements................................................ 37 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER........................................ 44 8.1 Termination........................................................ 44 8.2
Survival of Representations and Warranties Escrow. 33 9.1 Survival of Representations and Warranties..................... 34 9.2 Indemnity...................................................... 34 9.6 Indemnification by Parent and Sub of the Partners.............. 41 ARTICLE X.
Survival of Representations and Warranties Escrow. 8.1 Survival of Representations and Warranties All of the Company's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by the Company Schedules) shall survive the Merger and continue until 5:00 p.m.,
Survival of Representations and Warranties Escrow. 34 7.1 Survival of Representations and Warranties 34 7.2 Escrow Arrangements 34 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 40 8.1 Termination 40 8.2 Effect of Termination 41 8.3 Amendment 41 8.4 Extension; Waiver 41 ARTICLE IX GENERAL PROVISIONS 41 9.1 Notices 41 9.2 Interpretation 43 9.3 Counterparts 43 9.4 Entire Agreement; Assignment 43 Page
Survival of Representations and Warranties Escrow. 6.1 Survival of Representations and Warranties. White Amber's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by ▇▇▇▇▇ ▇▇▇▇▇ Schedules) shall survive the Merger and continue until the one year anniversary of the Closing Date (the "EXPIRATION DATE").
Survival of Representations and Warranties Escrow. 77 8.1 Survival............................................................... 77 8.2 Indemnification........................................................ 77 8.3 Escrow Arrangements; Claims for Indemnification........................ 78 8.4 Stockholder Representatives............................................ 87 8.5 Deductible; Maximum Payments; Remedy................................... 90 ARTICLE IX AMENDMENT AND WAIVER.......................................................... 92 9.1 Amendment.............................................................. 92 9.2 Extension; Waiver...................................................... 92 9.3 Termination............................................................ 92
Survival of Representations and Warranties Escrow. 7.1 Survival of Representations and Warranties All of the Company's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by the Company Schedules) shall survive the Merger and continue until 5:00 p.m., California time, on the date which is one year following the Closing Date (the "Expiration Date").