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 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 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. (a) The representations, warranties, agreements and indemnities of Buyer and Seller Parties set forth in this Agreement or in connection with the Transactions shall survive the Closing except as expressly provided in Section 8.2(b).
(b) The representations and warranties of Buyer and Sellers contained in Article III and Article IV or in the Collateral Agreements shall survive the Closing and continue until at 11:59 p.m. Eastern time on the date that is two (2) years following the Closing Date, after which time such representations and warranties shall terminate; provided that:
(i) the representations and warranties of Sellers set forth in Section 3.1 (Existence and Qualification), Section 3.2 (Authority, Approval and Enforceability), Section 3.3 (Capitalization and Company Records), Section 3.4 (No Seller Defaults or Consents), Section 3.5 (No Company or Other Defaults or Consents), Section 3.22 (Transactions with Affiliates), and Section 3.23 (Brokers or Finders’ Fees) shall survive the Closing indefinitely, and
(ii) the representations and warranties of Sellers set forth in Section 3.7 (Employee Benefit Matters), Section 3.17 (Permits; Environmental Matters), Section 3.26 (Data Privacy & Security; HIPAA & Privacy Compliance) and Section 3.29 (Product Liability) shall survive until at 11:59 p.m. Eastern time on the date that is sixty (60) days following the expiration of the applicable statute of limitations (after giving effect to any extension or tolling thereof) with respect to the particular matter that is the subject matter thereof (the representations and warranties listed in subsections (i) and (ii), collectively, the “Fundamental Representations”; all other representations and warranties, the “Non-Fundamental Representations”) (in each of subparts (i)-(iii), the period between the Closing Date and such survival end date for such representation or matter, the “Survival Period”).
(c) Seller Representative shall receive notice in writing from Buyer of B▇▇▇▇’s claim under said indemnity on or before expiration of the applicable Survival Period, and Buyer shall receive notice in writing from Seller Representative of any Seller’s claim under said indemnity on or before expiration of the applicable Survival Period. If any such claim is received by such Party in accordance with this Section 8.2(c) and otherwise in accordance with the procedures in Section 8.5, the relevant survival period of the representations and warranties applicable to the set of fact...
Survival of Representations and Warranties. All representations and warranties by either party herein contained will survive the execution and delivery of this Agreement.