Common use of BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

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. (b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith.

BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and the each Purchaser contained in this Agreement, the Series 1 Waiver, the StockholdersE Shareholders' 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 or therewith shall survive for a period of two (2) years from the Closing Date, and shall continue in effect following, following the execution and delivery of the Stock Purchase Agreements, this Agreement and the Series 1 Waiver, the StockholdersE Shareholders' Agreement, the Registration Rights Agreement, the Registration Rights Amendment, the closings hereunder and thereunder, any investigation at any time made by the 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; 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 or thereto shall constitute representations and warranties by the Company hereunderhereunder or thereunder. (b) The Company agrees to indemnify and hold the Purchaser Purchasers harmless from and against and will pay to the Purchaser Purchasers an amount sufficient to indemnify the Purchasers (net of any Taxes on any indemnity payments) against the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser Purchasers resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase this Agreement, or in the StockholdersSeries E Shareholders' Agreement, the Stockholders' Rights Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith.

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 Agreement 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)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. (b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith.

BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and the Purchaser Series 1 Stockholders contained in this Agreement, Agreement and the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Amended and Restated Registration Rights Agreement, the Registration Rights Amendment Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith shall survive for a period of two (until March 2) years from the Closing Date, 2001, and shall continue in effect following, the execution and delivery of this Agreement and the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Amended and Restated Registration Rights Agreement, the Registration Rights Amendment, the closings hereunder and thereunderMerger, any investigation at any time made by the Purchaser 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 Section 9 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. (b) The Company agrees to indemnify and hold the Purchaser Series 1 Stockholders harmless from and against and will pay to the Purchaser Series 1 Stockholders the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser Series 1 Stockholders resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement, the Registration Rights Amendment Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith.

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 Agreement 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 First Closing Date, and shall continue in effect following, the execution and delivery of the Stock and Warrant 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 SharesShares or the Warrants, 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. (b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock and Warrant Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith.

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 Agreement 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 each Closing Date, and shall continue in effect following, the execution and delivery of the Stock and Warrant 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 SharesShares or the Warrants, 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)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. (b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser an amount sufficient to indemnify the Purchaser (net of any Taxes on any indemnity payments) against the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock and Warrant Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith -48- or therewith.

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 Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith shall survive for a period of two (2) years from the Closing Datesurvive, and shall continue in effect following, 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 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 all seventy percent (70%) or more of the Shares (or as earlier provided therein)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. (b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase Agreement, Agreement or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith; provided, however, that the Company's liability under this Section 11(b) with respect to breaches of its representations and warranties set forth in Section 4 (other than Sections 4.2(a), 4.8, 4.9 and 4.16) shall not exceed the amount of the purchase price for the Shares purchased by the Purchaser pursuant to this Agreement, plus reasonable attorneys' fees and expenses incurred by the Purchaser.

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 Agreement 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 each Closing Date, and shall continue in effect following, the execution and delivery of the Stock and Warrant 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 SharesShares or the Warrants, 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)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. (b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser an amount sufficient to indemnify the Purchaser (net of any Taxes on any indemnity payments) against the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock and Warrant Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith.

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 Stockholders= Agreement, the Registration Rights Amendment Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith shall survive for a period of two (2) years from the Closing Datesurvive, and shall continue in effect following, following the execution and delivery of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' 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 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 all seventy percent (70%) or more of the Shares (or as earlier provided therein)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. (b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser the full amount of any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' attorneys= fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase Agreement, Agreement or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Stockholders= Agreement, the Registration Rights Amendment Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith; provided, however, that the Company's liability under this Section 11(b) with respect to breaches of its representations and warranties set forth in Section 4 (other than Sections 4.2(a), 4.8, 4.9 and 4.16) shall not exceed the amount of the purchase price for the Shares purchased by the Purchaser pursuant to this Agreement, plus reasonable attorneys= fees and expenses incurred by the Purchaser.

BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warrantiesrepresentations and warranties (as of the date hereof and as of the Closing), covenants and agreements of the Company and Xxxxxx X. Xxxxxx and of the Purchaser Purchasers 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 Datesurvive, and shall continue in effect following, following (i) the execution and delivery of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' this Agreement, the Registration Rights Agreement, the Registration Rights Amendment, (ii) the closings hereunder and thereunder, (iii) any investigation at any time made by the Purchaser Purchasers or on its their behalf or by any other Personperson, and (iv) the issuance, sale and delivery of the SharesUnits, any disposition thereof and any payment, conversion or cancellation of the Shares; provided Units except, that Section 9 Sections 3 and 5 shall terminate upon conversion the earlier of all an initial public offering of the Shares (Company or as earlier a Change-In-Control of the Company, provided therein)the Notes are repaid at the time of such transactions, or three years from the initial closing hereunder. All statements contained in any certificate or other document delivered to the Purchasers by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder. (b) The Company agrees to indemnify and hold the Purchaser Purchasers harmless from and against against, and will pay to the Purchaser Purchasers the full amount of of, any loss, damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to incurred by the Purchaser resulting either directly or indirectly from any material breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' this Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any other document or certificate delivered to the Purchasers pursuant hereto or thereto or in connection herewith or therewithherewith; provided that the Company shall only be required to indemnify the Purchasers for attorneys' fees of one counsel to the Purchasers and provided, further, that in no event shall the Company be liable for any amount in excess of the proceeds received by the Company from the sale of the Units.

BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) The representations, warranties, covenants and agreements of the Company and the Purchaser Purchasers contained in this Agreement, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, Agreement and the Registration Rights Amendment Warrants 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' this Agreement, the Registration Rights Agreement, Agreement and the Registration Rights Amendment, the closings hereunder and thereunderWarrants, any investigation at any time made by any of the Purchaser Purchasers or on its behalf or by any other Person, the issuance, sale and delivery of the SharesSecurities, 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)Securities. All statements contained in any certificate or other closing document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder. (b) The If any Purchaser or any of its Affiliates or any officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any Proceeding brought by any Person (other than the Purchasers and their Related Persons) directly in connection with or as a result of the transactions contemplated by the Transaction Documents (other than relating to the Registration Statement, prospectus or other matter covered by the indemnity in Section 2.7 of the Registration Rights Agreement), the Company agrees to will indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the reasonable costs of any investigation, preparation and travel) and for any Losses incurred in connection therewith, if and as such expenses or Losses are actually incurred, excluding only Losses that arise out of or result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, the Company shall indemnify and hold harmless each Purchaser harmless and Related Person from and against any and will pay all Losses, if and as actually incurred, arising out of or relating to any breach by the Company of any of the representations, warranties or covenants made by the Company in this Agreement or any other Transaction Document. The conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 2.7(c) of the Registration Rights Agreement. The indemnification obligations of the Company under this paragraph shall be in addition to any liability that the Company may otherwise have and shall be binding upon and inure to the Purchaser the full amount benefit of any losssuccessors, damageassigns, heirs and personal representatives of the Purchasers and any such Related Persons. The Company also agrees that neither the Purchasers nor any Related Persons shall have any liability to the Company or expense any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the transactions contemplated by the Transaction Documents, except to the extent that any Losses incurred by the Company arise out of or result directly from the gross negligence or willful misconduct of the applicable Purchaser or Related Person in connection with such transactions or arise out of or relate to any breach by a Purchaser of any of the representations, warranties or covenants made by a Purchaser in this Agreement or any other Transaction Document. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including amounts paid in settlement and reasonable attorneys' attorneys fees and expenses) to actually incurred and reasonably documented. Without limiting the Purchaser resulting either directly or indirectly from any breach generality of the representationsforegoing, warranties, covenants or agreements of the Company contained specifically agrees to reimburse the Purchasers on demand for all actually incurred and reasonably documented costs of enforcing the indemnification obligations in any Stock Purchase Agreement, or in the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewiththis paragraph.