BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Notwithstanding the provisions of 8.2 above, Seller shall indemnify Purchaser for all reasonable costs incurred as a result of the failure of any of Seller's representations, warranties or covenants contained herein to remain true as of the date of closing.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The Seller and each of the Stockholders (collectively, the “Indemnifying Selling Parties”) shall, for a period commencing from the Closing Date and ending eighteen (18) months following the Closing Date (the “Indemnity Period”), (i) as to the Seller individually, and (ii) as to the Stockholders severally, not jointly, and on a 50/50 pro rata basis, indemnify the Parent and the Buyer (collectively, the “Indemnified Buying Parties”) in respect of, and hold each of them harmless against, any and all debts, obligations losses, liabilities, deficiencies, damages, fines, fees, penalties, interest obligations, expenses or costs (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise) (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively, “Damages”) incurred or suffered by any of the Indemnified Buying Parties or any Affiliate thereof resulting from any material misrepresentation or material breach of any representation or warranty by, or failure to perform any material covenant or agreement of, any of the Indemnifying Selling Parties contained in this Agreement or the Company Certificate, to the extent caused by any act or omission of any of the Indemnifying Selling Parties or any circumstances within the reasonable control of the Company or the Stockholders. Any information, facts, or circumstances discovered by Parent or Buyer or its representatives or otherwise disclosed to Parent or Buyer in connection with any due diligence investigation or other examination of Company or DiscCo by Buyer, or delivery of information to Parent or Buyer or its representatives by any of the Indemnifying Selling Parties, that may have been made on or before the Closing Date shall be deemed to be a disclosure by the Indemnifying Selling Parties pursuant to this Agreement such that the Indemnified Buying Parties shall not be entitled to indemnification hereunder. Notwithstanding the above, the foregoing eighteen (18) month Indemnity Period shall be subject to the provisions of Section 6.4 below.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (A) Notwithstanding the provisions of 8.2 above, Seller shall indemnify Purchaser for all reasonable costs incurred as a result of the failure of any of Seller's representations, warranties or covenants contained herein to remain true as of the date of closing.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and the Purchaser contained in this Agreement, the Stockholders' Agreement, the Registration Rights Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith shall survive from the Closing Date, and shall continue in effect following, the execution and delivery of the Stock Purchase Agreements, the Stockholders' Agreement, the Registration Rights Agreement, the closings hereunder and thereunder, any investigation at any time made by the Purchaser or on its behalf or by any other Person, the issuance, sale and delivery of the Shares, any disposition thereof and any payment, conversion or cancellation of the Shares; provided that Section 9 shall terminate upon conversion of all of the Shares. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The Seller agrees to notify the Purchaser upon acquiring knowledge that any of Seller's representations, warranties or covenants contained herein do not remain true as of the date of Closing. Purchaser shall have the right to terminate this Agreement for a material breach and receive the refund of the deposit and any interest earned thereon. However, if Seller fails to notify Purchaser upon acquiring such knowledge, notwithstanding the provisions of 8.2 above, Seller shall indemnify Purchaser for all reasonable costs incurred as a result of the failure of any of Seller's representations, warranties or covenants contained herein to remain true as of the date of closing.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Between the date hereof and the Closing, promptly upon the occurrence of, or promptly upon Buyer becoming aware of the impending or threatened occurrence of, any event which would cause or constitute a breach, or would have caused or constituted a breach had such event occurred or been known to Buyer prior to the date hereof, of any of the representations, warranties or covenants of Buyer contained in this Agreement, Buyer shall give detailed written notice thereof to Seller and shall use its best efforts to prevent or promptly remedy the same.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and the Purchaser contained in this Agreement, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or in any document or certificate delivered pursuant hereto or thereto or in connection herewith shall survive for a period of two (2) years from the Closing Date, and shall continue in effect following, the execution and delivery of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Registration Rights Agreement, the Registration Rights Amendment, the closings hereunder and thereunder, any investigation at any time made by the Purchaser or on its behalf or by any other Person, the issuance, sale and delivery of the Shares, any disposition thereof and any payment, conversion or cancellation of the Shares; provided that Section 9 shall terminate upon conversion of all of the Shares (or as earlier provided therein). All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and the Series 1 Stockholders contained in this Agreement and the Amended and Restated Registration Rights Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith shall survive until March 2, 2001, and shall continue in effect following, the execution and delivery of this Agreement and the Amended and Restated Registration Rights Agreement, the Merger, any investigation at any time made by any Series 1 Stockholder or on its behalf or by any other Person, the issuance, sale and delivery of the Shares, any disposition thereof and any payment, conversion or cancellation of the Shares; provided that Article IV shall terminate upon conversion of all of the Shares (or as earlier provided therein). All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and each Purchaser contained in this Agreement, the Series E Shareholders' Rights Agreement, or in any document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith shall survive from the Closing Date, and shall continue in effect following the execution and delivery of this Agreement and the Series E Shareholders' Rights Agreement, the closings hereunder and thereunder, any investigation at any time made by each Purchaser or on its behalf or by any other Person, the issuance, sale and delivery of the Shares, any disposition thereof and any payment, conversion or cancellation of the Shares. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto or thereto shall constitute representations and warranties by the Company hereunder or thereunder.
BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and the Purchaser contained in this Agreement, the Stockholders' Agreement, the Registration Rights Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith shall survive, and shall continue in effect following the execution and delivery of the Stock Purchase Agreements, the Stockholders' Agreement, the Registration Rights Agreement, the closings hereunder and thereunder, any investigation at any time made by the Purchaser or on its behalf or by any other Person, the issuance, sale and delivery of the Shares, any disposition thereof and any payment, conversion or cancellation of the Shares; provided, however, that the representations and warranties set forth in Section 4 (other than Section 4.2(a)) and Section 5 shall survive only until the second anniversary of the Closing Date, and the provisions of Section 9 shall terminate upon conversion of seventy percent (70%) or more of the Shares pursuant to the Certificate of Amendment. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
