Common use of General Survival Clause in Contracts

General Survival. Except as provided in Section 6.1(b), the representations, warranties, covenants and obligations of the Company, other than the Fundamental Representations, shall survive the Closing (and any later sale, transfer or other disposition of any or all of the equity or assets of 44 the Merger I Surviving Corporation or the Merger II Surviving Company) and shall expire on the 18 month anniversary of the Closing Date (the “Termination Date”); provided, however, that if at any time prior to the Termination Date any Purchaser Indemnitee delivers to Stockholders’ Agent a written notice pursuant to Section 6.7 asserting a claim for recovery under Section 6.2 (a “Claim Notice”), then the claim asserted in such Claim Notice will survive the Termination Date until such time as such Claim Notice is fully and finally resolved pursuant to this Article 6. Covenants made by Company herein to be performed prior to the Closing shall survive until the Termination Date and covenants made by the Company herein to be performed following the Closing shall survive until satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

AutoNDA by SimpleDocs

General Survival. Except as provided in Section 6.1(b5.1(b) and Section 5.1(d), the representations, warranties, covenants and obligations of the Company, other than the Fundamental Representations, shall survive the Closing (and any later sale, transfer or other disposition of any or all of the equity or assets of 44 the Merger I Surviving Corporation or the Merger II Surviving Company) and shall expire on the 18 six-month anniversary of the Closing Date (the “Termination Date”); provided, however, that if at any time prior to the Termination Date any Purchaser Indemnitee delivers to Stockholders’ Agent a written notice pursuant to Section 6.7 5.6 asserting a claim for recovery recovering under Section 6.2 5.2 (a “Claim Notice”), then the claim asserted in such Claim Notice will survive the Termination Date until such time as such Claim Notice is fully and finally [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. resolved pursuant to this Article 6Section 5. Covenants made by Company herein to be performed prior to the Closing shall survive until the Termination Date and covenants made by the Company herein to be performed following the Closing shall survive indefinitely or until satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

General Survival. Except as provided in Section 6.1(b), the representations, warranties, covenants and obligations of the Company, other than the Fundamental Representations, shall survive the Closing (and any later sale, transfer or other disposition of any or all of the equity or assets of 44 the Merger I Surviving Corporation Company or the Merger II Surviving Company) and shall expire on the 18 six (6) month anniversary of the Closing Date (the “Termination Date”); provided, however, that if at any time prior to the Termination Date any Purchaser Indemnitee delivers to StockholdersShareholders’ Agent a written notice pursuant to Section 6.7 6.6 asserting a claim for recovery under Section 6.2 (a “Claim Notice”), then the claim asserted in such Claim Notice will survive the Termination Date until such time as such Claim Notice is fully and finally resolved pursuant to this Article 6. Covenants made by the Company herein to be performed prior to the Closing shall survive until the Termination Date and covenants made by the Company herein to be performed following the Closing shall survive until satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovate Biopharmaceuticals, Inc.)

AutoNDA by SimpleDocs

General Survival. Except as provided in Section 6.1(b), but subject to Section 6.1(f), the representations, warranties, covenants representations and obligations warranties of the Company, other than the Fundamental Representations, shall survive the Closing (and any later sale, transfer or other disposition of any or all of the equity or assets of 44 the Merger I Surviving Corporation or the Merger II Surviving CompanyCorporation) and shall expire on the 18 12 month anniversary of the Closing Date (the “Termination Date”); provided, however, that if at any time prior to the Termination Date any Purchaser Indemnitee delivers to Stockholders’ Agent a written notice pursuant to Section 6.7 asserting a claim for recovery under Section 6.2 (a “Claim Notice”), then the claim asserted in such Claim Notice will survive the Termination Date until such time as such Claim Notice is fully and finally resolved pursuant to this Article 6. Covenants made by Company herein to be performed prior to the Closing shall survive until the Termination Date and covenants made by the Company herein to be performed following the Closing shall survive until satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.