Remedies for Breaches of This Agreement Clause Samples
The "Remedies for Breaches of This Agreement" clause defines the actions and recourse available to a party if the other party fails to fulfill their contractual obligations. Typically, this clause outlines the specific remedies such as the right to seek damages, demand specific performance, or terminate the agreement in response to a breach. By clearly stating what remedies are available, the clause helps ensure that both parties understand the consequences of non-compliance and provides a structured approach to resolving disputes, thereby reducing uncertainty and potential conflict.
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Remedies for Breaches of This Agreement. (a) Survival of Representations and Warranties and Covenants.
(i) All of the representations and warranties of Principals and Target contained in Section 4 (other than the Fundamental Representations, Statutory Representations and Special Representations) shall survive the Closing and shall continue in full force and effect for a period of fifteen (15) months after the Closing Date. All of the representations and warranties contained in Section 4(k) (Legal Compliance) (the “Statutory Representations”) shall survive the Closing and shall continue in full force and effect for a period of two (2) years after the Closing Date. All of the representations and warranties contained in Section 4(s) (Employee Benefits) and Section 4(u) (Environmental, Health and Safety Matters) (the “Special Representations”) shall survive the Closing and shall continue in full force and effect for a period of two (2) years after the Closing Date. All of the representations and warranties contained in Section 3 and Section 4(a) (Organization), Section 4(b) (Authorization), Section 4(c) (Capitalization), Section 4(d) (Non-contravention), Section 4(f)(i) (Title to Tangible Assets), Section 4(n)(ii) (Title to Intangible Assets), and Section 4(l) (Tax Matters) (collectively, the “Fundamental Representations”) shall survive the Closing and shall continue in full force and effect until the expiration of the applicable statute of limitations.
(ii) Each of the covenants and other agreements of a Party shall survive in accordance with its express terms or in the absence of such terms until the expiration of the applicable statute of limitations with respect to such covenant or agreement.
(iii) None of Buyer, Sellers or Principals shall have any liability whatsoever with respect to any breach of or inaccuracy in any representation and warranty or any breach of covenant, as the case may be, unless a claim is made hereunder prior to the expiration of the applicable survival period for such representation and warranty or covenant, in which case such representation and warranty or covenant, as the case may be, shall survive as to such claim until such claim has been finally resolved; provided that the foregoing shall not apply in the case of fraud, intentional misrepresentation or willful misconduct.
Remedies for Breaches of This Agreement. All of the representations, warranties and agreements contained herein shall terminate as of the Closing and be of no further force or effect, except that the agreements set forth in §6 and §10 shall survive the Closing and continue in full force and effect.
Remedies for Breaches of This Agreement. (a) Survival of Representations and Warranties
Remedies for Breaches of This Agreement. Any notice of breach of this Agreement shall be the subject of notice as set out in 10(f) and in the event of receipt of any notice of breach, the party receiving the notice will have 10 business days to cure the breach from the receipt of any such notice.
Remedies for Breaches of This Agreement. (a) Survival of Representations and Warranties.
Remedies for Breaches of This Agreement. (a) Survival of Representations, Warranties and Covenants. All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing hereunder and continue in full force and effect for one (1) year thereafter (subject to any applicable statutes of limitations). The provisions of Section 2 of this Agreement and the covenants of the Parties contained in this Agreement shall survive the Closing hereunder and continue in full force and effect for as long as they remain applicable.
Remedies for Breaches of This Agreement. Section 6.1 Survival of Representations, Warranties and Covenants
Remedies for Breaches of This Agreement. (a) Survival of Representations and Warranties. ----------------------------------------------- Unless otherwise set forth below, the representations and warranties of the Target contained in Section 3 shall survive the Closing hereunder (even if the Buyer knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect for a period of two years following the Closing thereafter (subject to any applicable statutes of limitations).
Remedies for Breaches of This Agreement. (a) Survival of Representations and Warranties. All of the representations and warranties of the Stockholders contained in Section 3.A of this Agreement and of the Parent and the Buyer contained in Section 4 of this Agreement shall survive the Closing and continue in full force and effect for a period of six (6) years following the Effective Date. All of the representations and warranties of the Company contained in Section 3.B and all covenants shall survive the Closing and continue in full force and effect for a period of one (1) year following the Effective Date. No action, claim, or proceeding may be brought by any Party hereto against any other Party resulting from, arising out of, or caused by a breach of a representation or warranty or covenant contained herein, after the time such representation or warranty ceases to survive pursuant to the preceding sentence, unless written notice of such claim setting forth with specificity the basis for such claim is delivered to the applicable Party prior to the expiration of such time.
Remedies for Breaches of This Agreement. (a) Survival of Representations and Warranties. All of the representations and warranties of Manchester and EAI and ESI contained in this Agreement shall survive the Closing and continue in full force and effect for a period of six (6) months.