Survival of Representations Indemnification and Remedies Continuing Covenants Clause Samples

This clause establishes that certain obligations, promises, and legal protections—such as representations, indemnification rights, and ongoing covenants—will remain in effect even after the main agreement has ended. In practice, this means that if a party made a statement of fact or agreed to indemnify the other for specific losses, those commitments continue to apply post-termination or expiration of the contract. The core function of this clause is to ensure that important protections and responsibilities survive the end of the agreement, thereby safeguarding parties against post-closing issues or breaches that may arise later.
Survival of Representations Indemnification and Remedies Continuing Covenants. 11.1 Survival of Representations. All representations, warranties and covenants of the Company and the Company Stockholders contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of HNC, until that date (the "ESCROW RELEASE DATE") which is the earlier of (i) the termination of this Agreement or (ii) the first (1st) anniversary of the Closing Date; provided, however, that those representations and warranties respecting matters addressed by the first audited financial statements of the combined corporation, together with a report thereon from HNC's independent auditors, shall not expire later than upon the date on which such financial statements are first released to the public.
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Survival of Representations Indemnification and Remedies Continuing Covenants. 11.1 Survival of Representations. All representations, warranties and covenants of C-Co and the C-Co Shareholders contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of Intuit, until that date (the "REPRESENTATIONS TERMINATION DATE") which is the earlier of (i) the termination of this Agreement or (ii) the first (1st) anniversary of the Closing Date; provided, however, that notwithstanding the foregoing, Intuit may seek recovery of Special Damages (as defined below) and Tax Damages (as defined below) at any time prior to the expiration of the applicable statute of limitations for the claim which seeks recovery of such Special Damages or Tax Damages.
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Survival of Representations Indemnification and Remedies Continuing Covenants. 9.1 Survival. 9.2 Agreement to Indemnify. 9.3 Limitations.
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Survival of Representations Indemnification and Remedies Continuing Covenants. 11.1 Survival of Representations. All representations, warranties and covenants of FTI and the Founder, Kozi▇▇▇ ▇▇▇ Snow contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of HNC, until that date (the "ESCROW RELEASE DATE") which is the first (1st) anniversary of the Closing Date; provided, however, that notwithstanding the foregoing, the representations and warranties of FTI, Founder, Kozi▇▇▇ ▇▇▇ Snow contained in Sections 3.3 and 3.7 of this Agreement (the "SPECIAL REPRESENTATIONS") will remain operative and in effect until the fourth (4th) anniversary of the Closing Date.
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Survival of Representations Indemnification and Remedies Continuing Covenants. 11.1 Survival of Representations. All representations, warranties and covenants of SLC contained in Article 3 of this Agreement, in the SLC Disclosure Letter or elsewhere in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of HNC, until that date (the "ESCROW RELEASE DATE") which is the first (1st) anniversary of the Effective Time; provided, however, that notwithstanding the foregoing, (i) the representations and warranties of SLC contained in Sections 3.4 and 3.7 of this Agreement (the "SPECIAL REPRESENTATIONS") will remain operative and in effect as provided in Section 11.2(i) and (ii) the representations and warranties of SLC contained in Section 11.3 will remain operative and in effect as provided in Section 11.3.
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Survival of Representations Indemnification and Remedies Continuing Covenants. 10.1 Survival of Representations. All representations, warranties and covenants of Acquirer, Merger Sub and Target contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, until the earlier of the termination of this Agreement or one year after the Closing Date. In any event, covenants, which by their terms survive thereafter, will continue to survive in accordance with their terms.
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Survival of Representations Indemnification and Remedies Continuing Covenants 
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Related to Survival of Representations Indemnification and Remedies Continuing Covenants

  • Survival of Representations Indemnification 4.1 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party for a period not to exceed 180 days.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

  • 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.

  • Survival of Representations, Warranties and Covenants (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.