Surviving Covenant definition

Surviving Covenant has the meaning set forth in Section 8.1.

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Surviving Covenant shall have the meaning ascribed thereto in Section 10.3.

Surviving Covenant. ‌ Section 10.01(b)

Examples of Surviving Covenant in a sentence

Any claim for indemnification pursuant to this Section 13(b) based on the breach of a representation, warranty or Surviving Covenant that survives the Closing for a finite period must be asserted by the Purchaser or a Purchaser Indemnified Party on or before the expiration of such finite period for such claim to be enforceable.
Each Surviving Covenant shall survive the Closing Date solely for purposes of Sections 3.3, 6.3, 6.8, 6.13 and this Article IX until, and will expire when, the statute of limitation applicable to the performance of such covenant expires.
Subject to the provisions of this Article X, effective as of and after the Closing, Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates (including, following the Closing, the Transferred Entities) (collectively, the “Purchaser Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Purchaser Indemnified Parties to the extent resulting from or arising out of (a) any Excluded Liabilities, or (b) any breach of any Surviving Covenant of Seller.
Subject to the limitations set forth in this Agreement, Sellers shall jointly and severally indemnify Buyer for any and all Damages actually incurred by Buyer as a result of (i) a breach as of the Closing Date of any representation or warranty of a Seller or Sellers set forth in Article III or Article IV that is discovered after the Closing; or (ii) a breach by a Seller of a Surviving Covenant.
Each Surviving Covenant will survive Closing pursuant to its terms.
Each Surviving Covenant shall survive the Final Closing Date until, and will expire when, the statute of limitation applicable to such covenant expires.
Subject to the provisions of this Article X, effective as of and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties to the extent resulting from or arising out of (a) any Transferred Liability, or (b) any breach of any Surviving Covenant of Purchaser.
Each Surviving Covenant shall survive the Closing Date until, and will expire sixty (60) days following the expiration of the statute of limitation applicable to such covenant.
Any claim arising out of a default in the performance by any Seller of its obligations under this Agreement to be performed on or prior to Closing for which Section 10.1 expressly provides that this Section 10.3 shall govern shall survive Closing for twelve (12) months only after which such obligations shall merge into the Closing Documents (a "Surviving Covenant").
Notwithstanding the survival period contained in Section 10.1, this Section 7.10(b) shall be a Surviving Covenant.

More Definitions of Surviving Covenant

Surviving Covenant means, as applicable, (i) a covenant set forth in this Agreement or any Closing Document made by Seller and that was first discovered after Closing to be breached (it being understood that, for purposes of determining when the same was first discovered, Purchaser shall not be deemed to have known of a breach of any covenant unless disclosed in writing to Purchaser in the Disclosure Schedule or the Updated Schedule (defined below) or unless Purchaser otherwise has Actual Knowledge thereof), or (ii) a covenant set forth in this Agreement or any Closing Document made by Purchaser that was first discovered by Seller after the Closing to be breached (it being understood that, for purposes of determining when the same was first discovered, Seller shall not be deemed to have known of a breach of any covenant unless disclosed by Purchaser to Seller in writing or unless Seller otherwise has actual knowledge thereof).

Surviving Covenant means that the covenants and agreements set forth in this Agreement that by their terms are required to be performed at or after Closing shall survive Closing until they have been performed or satisfied in full.

Surviving Covenant has the meaning set forth in Section 9.1. “Taking” has the meaning set forth in Section 6.18.