Survival

89 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Survival of Representations and Warranties

   Each covenant and agreement contained in this Agreement or in any agreement or other document delivered pursuant hereto shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. All representations and warranties of the Parties contained in this Agreement or in any other agreement or document executed and delivered pursuant hereto shall survive the Closing for the lesser of (x) indefinitely and (y) the expiration of the applicable statute of limitations

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2022-02-11 · read the filing · this wording recurs in 6 agreements we hold

2. 02

   Survival of Representations and Warranties

   The respective representations, warranties and indemnities given by the parties to each other pursuant to this Agreement shall survive the Closing for a period ending 24 months from the Closing Date ( “Survival Date” ). Notwithstanding anything to the contrary contained herein, no claim for indemnification may be made against the party required to indemnify (the “Indemnitor” ) under this Agreement unless the party entitled to indemnification (the “Indemnitee” ) shall have given the Indemnitor written notice of such claim as provided herein on or before the Survival Date. Any claim for which notice has been given prior to the expiration of the Survival Date shall not be barred hereunder

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 5 agreements we hold

3. 03

   Survival of Representations and Warranties

   (a) The representations and warranties in this Agreement, and in any schedule, certificate, instrument or other document delivered by Seller or Purchaser pursuant to this Agreement, shall survive the Closing Date and continue in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver or extension thereof) plus sixty (60) days and (b) the covenants in this Agreement shall survive the Closing Date and continue in full force and effect in accordance with their terms; provided , that any recovery by and from either Party for losses under this Agreement shall be limited to the Right of Setoff set forth in Section 6.10.6 . 9.3 Non-Reliance; Inspection. Purchaser is not relying, and Purchaser has not relied, on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties expressly set forth in ARTICLE 3 of this Agreement. Such A-32 TABLE OF CONTENTS ​ ​ representations and warranties by Seller constitute the sole and exclusive representations and warranties of Seller in connection with the transactions contemplated hereby and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Seller. Purchaser acknowledges and agrees that it has had the right to conduct its own due diligence, review and inspection of the tangible Transferred Assets

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

4. 04

   Survival

   The Seller’s representations and warranties under Section 5.5 (Environmental) and the environmental indemnity under Section 14.4 shall survive Closing and acceptance by Purchaser of the Deed to the Property for a period of four (4) years. 14.7 Dates. If any date set forth in this Agreement for the delivery of any document or the happening of any event (such as, for example, the expiration of the Inspection Period or the Closing Date) should, under the terms hereof, fall on a weekend or holiday, then such date shall be automatically extended to the next succeeding weekday that is not a holiday

   LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 4 agreements we hold

5. 05

   Survival

   Those provisions of Section 10.1 and the representations and warranties set forth in such provisions (and all other representations and warranties of Purchaser contained herein), shall survive the Closing until the Survival Date set forth in Section 26.1 . 11. Condition of Property; Release of Claims

   Franchise Group, Inc. (CIK 0001528930) · filed 2022-08-04 · read the filing · this wording recurs in 4 agreements we hold

6. 06

   Survival of Agreements

   Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Closing and remain in full force and effect in accordance with their applicable terms, provided that the covenants and agreements which require performance prior to the consummation of the Closing shall expire with, and be terminated and extinguished upon, the consummation of the Closing

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 3 agreements we hold

7. 07

   Survival

   All of the covenants, representations and warranties contained in this Agreement shall survive the Closing and shall not be merged therein. [signatures on following pages] 8 IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the day and year first above written. SELLER: Nery’s Logistics, Inc. /s/ Rafael Rojas Name: Rafael Rojas Title: Chief Executive Officer BUYER: Hempacco Co., Inc. /s/ Sandro Piancone Name: Sandro Piancone Title: Chief Executive Officer 9 SCHEDULE 1 Equipment Line & Trademark Asset List NERYS LOGISTICS EQUIPMENT LINE 2 Tobacco manufacturing equipment lines. Line 2 (KS) Value Mark 8 $ 330,000 Max3 $ 200,000 HLP $ 490,000 Scandia $ 160,000 Boxer $ 100,000 Marden Edwards $ 160,000 Domino $ 60,000 Total $ 1,500,000 Line 1 (100s) Value Mark 8 $ 370,000.0 Max3 $ 240,000.0 Max5 $ 220,000.0 HLP $ 550,000.0 Scandia $ 180,000.0 Boxer $ 100,000.0 Marden Edwards $ 180,000.0 Domino $ 60,000.0 Total $ 1,900,000 10 EMPAQUE CIGARROS HLP SCANDIA BOXER MARDEN EDWARDS DOMINO MARK 8 MAX3 MAX V Line 1 SERIE 37070 27282 S/N 7922 S2168407-0117-S10-L PTM98 16147/EXP PTM97 FACTURA 605 605 SS2013-912 16060 C-9437 905106 16/EXP/2016-17 905106 PROVEEDOR NERYS LOGISTICS INC NERYS LOGISTICS INC S&S WORLDWIDE TRADING LLC INTERNATIONAL TRADING COMPANY INC DOMINO PRINTING MEXICO SA DE CV KNEX DYNAMIC TOOLS KNEX PEDIMENTO 1340 3479 3021293 1340 3479 3021293 1340 3479 3021896 1740 3479 7008559 COMPRA NACIONAL 1440 3930 4020551 1740 3479 7007071 1440 3930 4020551 EMPAQUE CIGARROS Line 2 EQUIPO HLP MOLINS SCANDIA BOXER MARDEN EDWARDS DOMINO MARK8 MAX3 SERIE 48357 7218 S/N 1443 S231123HV0316-S10-L 1378 1378 FACTURA 606 606 606 SS2013-912 C-8055 904658 904658 PROVEEDOR NERYS LOGISTICS INC NERYS LOGISTICS INC NERYS LOGISTICS INC S&S WORLDWIDE TRADING LLC DOMINO PRINTING MEXICO SA DE CV KNEX KNEX PEDIMENTO 1340 3479 3020765 1340 3479 3020765 1340 3479 3020765 1340 3479 3021896 COMPRA NACIONAL 1440 3479 4000966 1440 3479 4000966 11 CLASE DENOMINACION PRODUCTOS /SERVICIOS F. PRES NO. SOLICITUD F. CONCESION MARCA RENOVACION STATUS DEMOSTRACION DE USO 34 COMPASS CIGARRROS Y PRODUCTOS DEL TABACO 2/8/13 1346890 5/31/13 1372817 2/8/23 34 TIJUANA CIGARROS Y PRODUCTOS DEL TABACO 2/8/13 1346888 5/31/13 1372815 2/8/23 34 VENICE CIGARROS Y PRODUCTOS DEL TABACO 2/8/13 1346887 5/31/13 1372814 2/8/23 34 AMSTERDAM CIGARROS Y PRODUCTOS DEL TABACO 2/8/13 134688 […]

   Hempacco Co., Inc. (HPCO) (CIK 0001892480) · filed 2022-08-05 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Survival, Time for Claims

   Subject to the terms and other provisions of this Agreement: (a) Survival. (i) All of the representations and warranties, covenants and agreements set forth in this Agreement or in any Ancillary Agreement delivered in connection with this Agreement shall survive the Closing and continue in full force and effect until expiration of the Applicable Survival Period set forth in this Section 10.3(a) . No Indemnified Party shall be entitled to indemnification for any Damages pursuant to the terms of this Article X ( Indemnification ) unless (i) Buyer, on behalf of the Buyer Indemnified Parties or (ii) the Seller Representative, on behalf of the Seller Indemnified Parties, delivers a Claim Notice setting forth its claim for indemnification to the Seller Representative (in the case of a Buyer Indemnified Party) or Buyer (in the case of a Seller Indemnified Party) prior to expiration of the Applicable Survival Period, in which case, such claims and any representations, warranties, covenants or agreements contemplated thereby shall survive expiration of the Applicable Survival Period until final resolution thereof that is not subject to appeal and any Damages resulting from, related to or arising out of such claim shall be fully-recoverable. - 79 - (A) With respect to the representations and warranties set forth in this Agreement and any Ancillary Agreement, the term “ Applicable Survival Period ” shall be the period immediately following the Closing and ending at 11:59 p.m. (Eastern Time) on the date that is twelve (12) months after the Closing Date (the “ General Survival Date ”); provided that the Applicable Survival Period with respect to Damages arising from or as a result of a breach of or inaccuracy in: (1) any of the Fundamental Representations (excluding the representations and warranties set forth in Section 3.15 ( Taxes )) shall survive the Closing for a period of six (6) years; and (2) the representations and warranties set forth in Section 3.15 ( Taxes ) shall be the date which is the later of: (y) six (6) years after the Closing Date; and (z) sixty (60) days following the expiration of all applicable statute of limitations related to the underlying subject matter of such claim (taking into account any extensions or waivers thereof). (B) With respect to the covenants and agreements set forth in this Agreement and any Ancillary Agreement, the term “ Applic […]

   SONIM TECHNOLOGIES INC (SONM) (CIK 0001178697) · filed 2025-12-05 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Survival of Representations, Warranties, and Covenants

   All representations, warranties, and covenants contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of fifteen (15) months after the Closing Date, and shall thereafter expire; provided, however, that (a) the Excluded Representations shall survive for thirty (30) days after the expiration of the applicable statute of limitations and (b) claims based on Fraud shall survive without limitation (as applicable, the “ Survival Period ”). Except as provided herein, no claim for indemnification for a breach of representation or warranty may be made under this Article VIII after the expiration of the applicable Survival Period. Notwithstanding the foregoing, any representation, warranty, and covenant with respect to which a claim has been duly made under this Article VIII for breach thereof prior to the end of the applicable Survival Period otherwise applicable to such representation, warranty and covenant shall survive until such claim is resolved

   NEURALBASE AI LTD. (NBBI) (CIK 0001130781) · filed 2025-08-01 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Survival

    Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein and all related rights to indemnification shall survive the Closing. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely unless another period is explicitly specified herein. Notwithstanding the foregoing, any claims which are timely asserted in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved

    PMGC Holdings Inc. (ELAB) (CIK 0001840563) · filed 2025-03-11 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Survival

    Upon termination of this Agreement as provided in Section 4.1 above, all obligations of the parties hereunder shall terminate, but such termination will in no way limit any obligation or liability of any party based on or arising from a breach or default by such party which occurs prior to such termination with respect to any of his or its representations, warranties, covenants or agreements contained in this Agreement. This Section 4.2, Section 5.1 and Section 5.4 shall survive the termination of this Agreement. 5. General Provisions

    CODE GREEN APPAREL CORP (CGAC) (CIK 0001444403) · filed 2023-07-20 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Survival of Representations and Warranties

    All representations, warranties, and covenants made in this Agreement or in connection with the transactions contemplated in this Agreement shall survive the Closing until the one (1) year anniversary of the Closing Date; provided, however , that the representations and warranties in Section 2.1. (Organization and Corporate Power), Section 2.2. (Corporate Authorization), Section 2.3. (Non-Contravention); and Section 2.7. (Brokers); (collectively, the “ Fundamental Representations ”), shall survive until 60 days after the expiration of the applicable statute of limitations

    MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold