Survival or Representations and Warranties Clause Samples
The Survival of Representations and Warranties clause defines how long the promises and assurances made by the parties in a contract remain legally enforceable after the agreement is signed or closed. Typically, this clause specifies a set period—such as 12 or 24 months—during which a party can bring claims if the other party’s representations or warranties prove to be false or misleading. By establishing a clear timeframe for potential liability, this clause provides certainty to both parties and helps prevent indefinite exposure to claims, thereby allocating risk and ensuring finality in contractual relationships.
Survival or Representations and Warranties. The representations and warranties contained in this Agreement shall be deemed to be continuing during the Initial terms of this Agreement, and each Party shall have the duty promptly to notify the notify the other of any event or circumstance which might reasonably be deemed to constitute a breach of or lead to a breach of its warranties or representations hereunder. The waiver by either Party of any breach of any presentation or warranty under this Agreement shall not constitute a waiver of any other representation or warranty or of any failure in the future by the other Party to fulfill such representation or warranty.
Survival or Representations and Warranties. All of the representations, warranties, indemnities and other agreements of or by the parties to this Agreement shall survive the execution and delivery of the closing documents and the transfer of assets between the parties.
Survival or Representations and Warranties. All representations and warranties of the Parties contained in Articles IV and V of this Agreement, or in any certificate, document, or other instrument delivered in connection herewith, shall survive the Closing for a period of 18 months.
Survival or Representations and Warranties. Subject to section 8(b), all representations and warranties contained in this Agreement on the part of each of the parties shall survive the Closing for a period of one (1) year from the Closing Date, after which time, if no claim shall have been made against a Party with respect to any incorrectness or in breach of any representation or warranty, that Party shall have no further liability under this Agreement with respect to the representation or warranty. 7. Conditions of Closing. (a) Conditions for the Purchaser's Benefit. The Purchaser shall not be obliged to complete the purchase of the Purchased Securities unless, on the Closing Date, the Share Exchange Agreement has been executed, each of the conditions of closing set forth in subsection 10.1 of the Share Exchange Agreement (with the exception of the closing of the transaction contemplated in this Agreement) has been satisfied, and the Lynx Shares and Lynx Warrants, as those terms are defined in the Share Exchange Agreement, have been tendered to the Purchaser pursuant to the terms of the Share Exchange Agreement.
Survival or Representations and Warranties. All representations and warranties of the Company contained in this Agreement shall survive the execution hereof and the closing of the transactions described herein or related hereto.
Survival or Representations and Warranties. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof and transfer of any Securities.
Survival or Representations and Warranties. The representations, warranties, covenants and agreements made herein will survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.
Survival or Representations and Warranties. Each of the representations and warranties made by Affiliated and LWI in this Agreement or pursuant hereto shall survive for a period of three (3) years after the Effective Time. No claim for the recovery of Indemnifiable Damages may be asserted by one of the parties against another after such representations and warranties shall thus expire, provided, however, that claims for Indemnifiable Damages first asserted within the applicable period shall not thereafter be varied. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement.
Survival or Representations and Warranties. All ------------------------------------------ representations and warranties of the grantor contained in this Agreement shall survive the execution, delivery and performance of this Agreement until the termination of this Agreement pursuant to Section 26.
Survival or Representations and Warranties. The representations and warranties of the parties contained in this Agreement shall survive the Put Closing through and including June 30, 2007; provided, however, that the representations and warranties (a) of CVPS and CRC in Section 2.01(a) (Authorization and Enforceability) and Section 2.01(c) (Title) shall survive the Put Closing indefinitely and (b) of Wind in Section 2.02(a) (Authorization) shall survive the Put Closing indefinitely.