Termination; Survival of Representations, Warranties and Covenants Sample Clauses
This clause defines the conditions under which an agreement may be terminated and specifies which representations, warranties, and covenants continue to remain in effect after termination. In practice, it outlines the procedures for ending the contract, such as notice requirements or triggering events, and clarifies that certain obligations or assurances—like confidentiality or indemnification—will survive even after the agreement ends. Its core function is to ensure that key protections and responsibilities persist beyond the contract’s termination, thereby managing ongoing risk and providing clarity for both parties.
Termination; Survival of Representations, Warranties and Covenants. Except as otherwise provided for in this Agreement all representations, warranties, covenants and agreements contained in this Agreement, or in any document, exhibit, schedule or certificate by any party delivered in connection herewith shall survive the execution and delivery of this Agreement and the Closing Date and the consummation of the transactions contemplated hereby, regardless of any investigation made by the Purchasers or on their behalf.
Termination; Survival of Representations, Warranties and Covenants. (a) This Agreement shall terminate on the soonest to occur of (i) the end of the Lock-up Period (as defined below); (ii) the termination of the Merger Agreement pursuant to its terms, in which case this Agreement shall be null and void ab initio; (iii) FirstSun’s liquidation, merger, reorganization, change of control, tender offer, capital stock exchange, repurchase or other similar transaction which results in FirstSun’s stockholders having the right to exchange a majority of outstanding shares of FirstSun Common Stock for cash, securities or other property subsequent to the Effective Time or (iv) FirstSun’s receivership or voluntary or involuntary filing for bankruptcy.
(b) The representations, warranties and covenants contained in this Agreement or in any certificate or other writing delivered pursuant hereto shall survive the Closing.