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. The representations and warranties of Abbott, Seller and Purchaser contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date; provided, however that (a) the representations and warranties of Abbott contained in Section 3.01 (Organization; Standing), Section 3.02 (Corporate Authorization) and Section 3.04 (Brokers and Other Advisors), (b) the Fundamental Representations, and (c) the representations and warranties of Purchaser contained in Section 5.01 (Organization; Standing), Sections 5.02(a) and (b) (Corporate Authorization) and Section 5.07 (Brokers and Other Advisors) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). All covenants contained in this Agreement which are to be performed prior to the Closing shall terminate on the Closing Date. The covenants contained in this Agreement which are to be performed at or after the Closing shall terminate thirty (30) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive). Notwithstanding the foregoing, each representation, warranty, covenant and agreement contained in this Agreement shall survive the time at which it would otherwise expire pursuant to this Section 10.01 if, prior to such time, a Third Party Claim Notice or Direct Claim Notice with respect to the breach shall have been timely delivered to the Party against whom such indemnity may be sought in accordance with Section 10.05. Any claim not asserted in accordance with this Article X on or prior to the expiration of the applicable survival period set forth in this Section 10.01 will be irrevocably and unconditionally released and waived.
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. All representations and warranties of such Borrower contained in this Agreement and the Other Documents shall be true at the time of such Borrower’s execution of this Agreement and the Other Documents, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.
Survival of Representations and Warranties. All representations and warranties by either party herein contained will survive the execution and delivery of this Agreement.