Breach by Recruiter Clause Samples

Breach by Recruiter. Subject to Section 5.3, in the event that Recruiter breaches any of its representations, warranties, and covenants contained in this Agreement or in any certificate or affidavit delivered pursuant to this Agreement at or prior to the Closing, and, provided that Truli or Truli Representative makes a written claim for indemnification against Recruiter, prior to the one-year anniversary of the Closing Date (such date, the “General Expiration Date”), Recruiter agrees as a condition of all Recruiter Stockholders receiving delivery of the Merger Consideration to indemnify Truli from and against the entirety of any Adverse Consequences Truli may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, or caused by such breach by Recruiter in accordance with the procedure described in Section 5.2.