Survival; Limitations on Liability. (a) Subject to the provisions of Section 8.4(b) and Section 10.1 hereof, the covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive the Closing.
Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive for a period of twelve (12) months following the Closing, except (i) the representations and warranties of the Company contained in Sections 2.1(a), 2.1(b), 2.1(c)(i), 2.1(d), 2.1(e), 2.1(i), 2.1(u) and 2.1(z) shall survive indefinitely, and (ii) the representations and warranties of each Purchaser contained in Sections 2.2(a), 2.2(b)(i) and 2.2(e) shall survive indefinitely. All of the covenants or other agreements of the parties contained in this Agreement shall survive indefinitely until fully performed or performance is no longer required; provided, however, that all covenants for which performance is required on or prior to Closing shall survive for a period of twelve (12) months following the Closing. All indemnification obligations of the Company and the Purchasers pursuant to this Agreement and the provisions of Article IV shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the parties, regardless of any purported general termination of the Agreement.
Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive for a period of fifteen (15) months following the Closing, except (i) the representations and warranties contained in Sections 2.1(a), 2.1(b), 2.1(c)(i) and 2.1(e), which will survive indefinitely, (ii) the representations and warranties contained in Section 2.1(l), which will survive until the expiration of the applicable statute of limitations, plus sixty (60) days, and (iii) Sections 2.2(a) and 2.2(b)(i), which will survive indefinitely. All of the covenants or other agreements of the parties contained in this Agreement shall survive indefinitely until fully performed or performance is no longer required. For purposes of clarity, all covenants for which performance is required on or prior to Closing shall terminate and shall not survive Closing. The Company shall not be liable hereunder to the Purchasers or any other Person for any punitive, exemplary, treble, special, indirect, incidental or consequential damages (including any loss of earnings or profits).
Survival; Limitations on Liability. All the agreements, representations and warranties made by each party hereto in this Agreement shall survive the Closing.
Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive until the first anniversary of the Closing, except (i) the representations and warranties contained in Sections 2.1(a), 2.1(b), 2.1(c)(i) and 2.1(e), which will survive indefinitely and (ii) the representations and warranties contained in Sections 2.2(a) and 2.2(b)(i), which will survive indefinitely. All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. The Company shall not be liable hereunder to the Purchaser or any other Person for any punitive, exemplary, treble, special, indirect, incidental or consequential damages (including any loss of earnings or profits).
Survival; Limitations on Liability. (a) The representations and warranties contained in this Agreement shall survive the Effective Date solely for purposes of Section 6.1 and terminate on the Applicable Survival Date. No party hereto shall have any liability or obligation of any nature with respect to any representation or warranty after the termination thereof, unless the other party or parties hereto shall have delivered a notice to such party pursuant to Section 6.2, claiming such a liability or obligation under Section 6.1, prior to the Applicable Survival Date. “
Survival; Limitations on Liability. The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing for a period of twenty-four (24) months. The covenants and agreements of the parties hereto contained in this Agreement shall survive the Closing indefinitely. No GSP Shareholder shall be responsible for, or have any liability with respect to, any breach by any other GSP Shareholder of the representations and warranties made by such other GSP Shareholder pursuant to Section 3 of this Agreement. Each Specific GSP Shareholder shall only be responsible for such Specific GSP Shareholder’s Percentage Interest of any losses or damages arising from a breach of any of the representations and warranties of Section 4 of this Agreement. The non-Specific GSP Shareholders shall not be responsible or liable for any breaches of any of the representations and warranties of Section 4 of this Agreement. The aggregate liability of a GSP Shareholder for breaches of the representations and warranties of Section 3 and 4 hereof shall be, (i) in the case of the non-GSP Fundamental Representations, twenty-five percent (25%) of the Purchase Price received by such GSP Shareholder in shares of Company Common Stock and (ii) in the case of the GSP Fundamental Representations (but subject to the first sentence of this paragraph and, in the case of the non-Specific GSP Shareholders, the third sentence of this paragraph), one hundred percent (100%) of the Purchase Price received by such GSP Shareholder in shares of Company Common Stock. Notwithstanding anything contained herein to the contrary, the aggregate liability of a GSP Shareholder under this Agreement shall not exceed the Purchase Price received by such GSP Shareholder in shares of Company Common Stock. If any damages or losses are determined to be due and owing by any GSP Shareholder for a breach of this Agreement, such GSP Shareholder shall have the right, in such GSP Shareholder’s sole discretion, to satisfy such damages or losses either (i) in cash or (ii) in shares of Company Common Stock received pursuant to this Agreement, which shares shall be valued at the IPO PPS.
Survival; Limitations on Liability. (i) The representations and warranties of the parties hereto set forth in this Agreement shall survive the Closing solely for purposes of this Article 10 and shall terminate on the one (1) year anniversary of the Closing Date, except that the right to assert (a) claims for breaches of the representations and warranties contained in Section 5S (Compliance with Applicable Health Care Laws) and Section 5T (Payor Relations) shall terminate as of the second anniversary of the Closing Date, (b) claims for breaches of the Fundamental Representations shall terminate as of the fifth anniversary of the Closing Date, and (c) claims for fraud by any Seller committed against Buyer in connection with the transactions contemplated hereby shall survive the Closing until the expiration of the applicable statute of limitations.
Survival; Limitations on Liability. 14 Section 5.2 Amendment; Waiver 14 Section 5.3 Counterparts 14 Section 5.4 Governing Law 15 Section 5.5 Waiver of Jury Trial 15 Section 5.6 Notices 15 Section 5.7 Entire Agreement 16 Section 5.8 Assignment 17 Section 5.9 Interpretation; Other Definitions 17 Section 5.10 Captions 20 Section 5.11 Severability 20 Section 5.12 No Third Party Beneficiaries 20 Section 5.13 Conspicuousness 20 Section 5.14 Public Announcements 20 Section 5.15 Specific Performance 20 Section 5.16 Termination 21 Section 5.17 Effects of Termination 21 Section 5.18 Expenses 21 Section 5.19 Non-Recourse 21 INDEX OF DEFINED TERMS Term Location of Definition accredited investor 2.2(c) Acquisition Recitals Acquisition Agreement Recitals Admiral Seller(s) Preamble Affiliate 5.9(g) Agreement Preamble business day 5.9(d) Capitalization Date 2.1(b)(i) Closing 1.2(a) Closing Date 1.2(a) Common Stock Section 5.9(h) Common Stock Price Section 5.9(i) Company Preamble Company Material Adverse Effect 5.9(j) Company Preferred Stock 2.1(b)(i) Company Stock Awards 2.1(b)(i) Consideration Common Stock 1.1 control/controlled by/under common control with Section 5.9(g) Damages Section 5.9(k) Effect 5.9(l) Environmental Laws 5.9(m) Exchange Act Section 2.1 FCPA 2.1(l) GAAP 2.1(g)(iii) Governmental Entity Section 5.9(n) herein/hereof/hereunder 5.9(c) HSR Act Section 5.9(o) including/includes/included/include 5.9(b) Issuance 1.1 Knowledge of the Company Section 5.9(p) Term Location of Definition Law Section 5.9(q) Lien Section 5.9(r) Money Laundering Laws 2.1(m) Non-Recourse Party 5.18 OFAC 2.1(n) or 5.9(a) Order Section 5.9(s) party/parties Section 5.9(e) Permit Section 5.9(t) person 5.9(f) Plan 2.1(b)(i) poison pill 2.1(b)(i) Preferred Purchase Agreement Section 5.9(u) Preliminary Settlement Statement Section 5.9(v) Registration Rights Agreement Section 5.9(w) SEC 2.1(g)(i) SEC Documents 2.1(g)(i) Securities Act Section 2.1 Stock Purchase Price Section 5.9(x) Subsidiary Section 5.9(y) Voting Debt 2.1(b)(ii) STOCK ISSUANCE AGREEMENT, dated as of May 10, 2017 (this “Agreement”), by and among (i) WildHorse Resource Development Corporation, a Delaware corporation (the “Company”), and (ii) Admiral A Holding L.P., a Delaware limited partnership, TE Admiral A Holding L.P., a Delaware limited partnership and Aurora C-I Holding L.P., a Delaware limited partnership (the persons in this clause (ii), collectively, the “Admiral Sellers” and each, an “Admiral Seller”).
Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive until the first anniversary of the Closing, except (i) the representations and warranties contained in Sections 2.1(a), Section 2.1(b), Section 2.1(c)(i), 2.1(g), 2.1(i) and 2.1(k), which shall survive until the expiration of the applicable statute of limitations and (ii) the representations and warranties contained in Sections 2.2(a), 2.2(b)(i) and 2.2(d), which shall survive until the expiration of the applicable statute of limitations. All of the covenants or other agreements of the parties contained in this Agreement that must be performed (i) between the date hereof and Closing shall survive until the first anniversary of the Closing (ii) after Closing shall survive in accordance with their terms and until fully performed (which, for the avoidance of doubt, those covenants and agreements set forth in Section 5.15 shall survive indefinitely). Except as otherwise set forth in Section 5.15, the sole and exclusive remedy of any party to this Agreement shall be as set forth in Article 12 of the Acquisition Agreement and, except as set forth therein, no party shall have any liability for any Damages or any other matter arising out or relating to this Agreement or the Issuance, other than any liability resulting from actual (and not constructive) fraud.
