Survival of 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 executed or closed. Typically, this clause specifies a set period—such as 12 or 24 months—during which a party can bring claims for breaches of these representations and warranties, even after the main transaction has concluded. Its core practical function is to provide certainty and limit ongoing liability, ensuring that parties know the timeframe within which they may be held accountable for any inaccuracies or misstatements made during negotiations.
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Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.
Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.
Survival of Representations and Warranties. All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or any Lender or any subsequent Loan or other Credit Event shall affect the representations and warranties or the right of the Administrative Agent or any Lender to rely upon them.
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.
Survival of Representations and Warranties. All representations and warranties of Sellers contained in this Agreement shall survive the Closing Date and continue until the date that is thirty-six (36) months following the Closing Date, after which time such representations and warranties shall terminate; provided, however, that the representations and warranties of Parent contained in Sections 2.14 and 2.16 of this Agreement shall survive the Closing Date and continue until the date that is seven years following the Closing Date. The termination of representations and warranties provided herein shall not affect the rights of any Indemnified Party (as defined below) in respect of any claim made by such Indemnified Party in a Claim Notice (as defined below) received by Sellers pursuant to and in compliance with the provisions of this Article VII prior to the respective expiration dates specified above. All covenants and agreements that by their terms are to be performed after the Closing shall expire upon the completion of performance or waiver thereof. The right to indemnification, payment of Purchaser's Losses (as defined below) or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Purchaser's Losses, or other remedy based on such representations, warranties, covenants, and obligations.
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the consummation of the transactions contemplated by this Agreement.
Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the Notes.
Survival of Representations and Warranties. All representations and warranties made in the Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely thereon.
Survival of Representations and Warranties. All representations and warranties by either party herein contained will survive the execution and delivery of this Agreement.