Survive Closing. The terms of this Addendum shall not merge into the Purchase Agreement or conveyance documents but instead shall survive closing and delivery of the conveyance documents.
Survive Closing. The terms, conditions, obligations and covenants in this agreement shall survive (a) its execution by the parties hereto, (b) the closing of any transactions contemplated herein, and (c) the execution of all contracts hereafter entered into between them, except to the extent that such transactions and contracts may be inconsistent with this agreement. 10.
Survive Closing. All representations and warranties with respect to a portion of a Property which is acquired shall survive for a period of twelve (12) months following any Closing of such portion of the Property. All agreements and obligations of a party hereunder, the performance of which it is contemplated will occur after Closing, shall survive Closing.
Survive Closing. The obligations under this Clause 8 shall survive Closing, provided that all Claims for indemnification under this Clause 8 (except for a claim with respect to any breach of Clause 7.2.1, 7.2.2 or fraud on the part of any Seller) must be asserted on or prior to the date that is eighteen (18) months after the Closing Date.
Survive Closing. The provisions of Article XII hereof shall survive Closing, and shall be memorialized in a memorandum executed by Buyer and Seller and recorded at Closing (the "MEMORANDUM"). The Memorandum shall state that it does not, and Seller's rights to receive payments under Article XII hereof (collectively, "SELLER'S RIGHTS") do not, constitute any lien on the Property or any part thereof, and that Seller expressly disclaims any right to lien the Property (including by way of Lis Pendens) as a result thereof. However, Seller's Rights shall be secured by a lien (the "LIEN") on the proceeds of any sale or financing (other than the proceeds of any mortgage financing used to purchase the Property hereunder) of the Property, and the Memorandum shall so state. Until the Expiration Date (as defined below) Seller's Rights, the Memorandum and the Lien shall continue and upon the Expiration Date all of Seller's Rights, the Memorandum and the Lien shall cease and expire. Seller shall obtain the written statement of Buyer's title insurance company that the Memorandum would not constitute an exception to title to the Property that would need to be shown as such in any owner's or mortgagee's title insurance policy, as a condition to being able to record such Memorandum. The Memorandum shall automatically expire on the date (the "EXPIRATION DATE") which is the earlier to occur of (i)one hundred eighty (180) days after the end of the third Fiscal Year following the Closing Date, unless Seller has commenced any action to enforce Seller's Rights in any court of competent jurisdiction prior to such date; or (ii) the occurrence of a Third-Party Sale and payment to Seller of all amounts owed to Seller pursuant to Seller's Rights; or (iii) the recordation in the Public Records of a written termination of the Memorandum executed by Seller. Such Expiration Date shall be automatic but, upon request by Buyer, Seller shall execute and deliver to Buyer written evidence thereof in any reasonable form provided by Buyer.
Survive Closing. The covenants contained herein, which obligate the Borrower to perform any covenant following closing, shall be deemed to survive the closing.
Survive Closing. Notwithstanding any presumption to the contrary, all covenants, conditions, warranties and representations contained in this Agreement which by their nature either impliedly or expressly involve performance in any particular after the Closing Date or which cannot be ascertained to have been fully performed until after the Closing Date shall survive the Closing Date. Time shall in all respects be of the essence of this Agreement. This Agreement shall be binding upon and enure to the benefit of GBHS and the County and their respective successors and assigns. Any tender of documents or money hereunder may be made upon GBHS or the County or their respective lawyers on the Closing Date. All captions and headings herein are intended only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provisions hereof. This agreement may be executed in any number of counterparts, each of which is an original and all such executed counterparts taken together constitute a single document. Counterparts may be transmitted by fax or in electronically scanned form. Parties transmitting by fax or electronically will also deliver the original counterpart to the other parties, but failure to do so does not invalidate this Agreement.