Common use of Breach of Representations, Warranties or Covenants Clause in Contracts

Breach of Representations, Warranties or Covenants. In the event that Company or Stockholder breaches any of its representations, warranties (which representations and warranties shall survive for a period of twenty-four (24) months from and after the Closing Date, and, thereafter, no suit may be commenced with respect thereto, except for (A) the representations and warranties in Section 3(b) (captioned "Authorization of Transaction") and in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Company or Stockholder then, each of Company and Stockholder agrees jointly and severally to indemnify Buyer, its members, Affiliates and agents and their respective officers, directors and employees (collectively, the "Buyer Indemnified Parties"; each a "Buyer Indemnified Party") from and against the entirety of Adverse Consequences any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification, resulting from any such breach.

Breach of Representations, Warranties or Covenants. In the --------------------------------------------------- event that Company or Stockholder Buyer breaches any of its representations, warranties (which representations and warranties shall survive for a period of twenty-four (24) months from and after the Closing Date, and, thereafter, no suit may be commenced with respect thereto, Date except for (A) the representations and warranties in Section 3(b4(b) (captioned "Authorization of Transaction") and in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Seller Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Company or Stockholder thenBuyer, then Buyer agrees to indemnify each of Company Seller, Parent ---- and Stockholder agrees jointly and severally to indemnify Buyer, its memberstheir respective shareholders, Affiliates and agents and their respective officers, directors and employees employees, (collectively, the "Buyer Seller Indemnified Parties"; each a "Buyer Seller Indemnified Party") from and against the entirety of the Adverse Consequences any Buyer Seller Indemnified Party may suffer through and after the date of the claim for indemnificationindemnification resulting from, resulting from any arising out of, relating to, in the nature of, or caused by such breach.

Breach of Representations, Warranties or Covenants. In the event that Company or Stockholder either Seller breaches any of its representations, warranties (which representations and warranties shall survive for a period of twenty-four twelve (2412) months from and after the Closing Date, and, thereafter, no suit may be commenced with respect thereto, except for (A) the representations and warranties in Section 3(b) (captioned "Authorization of Transaction") and in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), and Section 3(b) and Section 4(a)(ii) (captioned "Authorization of Transaction"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Company or Stockholder Seller then, each of Company and Stockholder Seller agrees jointly and severally to indemnify Buyer, its members, Affiliates and agents and their respective officers, directors and employees (collectively, the "Buyer Indemnified Parties"; each a "Buyer Indemnified Party") from and against the entirety of Adverse Consequences (subject to the limitations in Section 5(c)(iii) below) any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification, resulting from from, arising out of, relating to, in the nature of, or caused by any such breach.

Breach of Representations, Warranties or Covenants. In the event that Company or Stockholder Seller breaches any of its representations, warranties (which representations and warranties shall survive for a period of twenty-four (24) months from and after the Closing Date, and, thereafter, no suit may be commenced with respect thereto, Date except for (A) the representations and warranties in Section 3(b) (captioned "Authorization of Transaction"), in Section 3(e) (captioned "Title to Assets"), and in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Company or Stockholder Seller then, each of Company and Stockholder Seller agrees jointly and severally to indemnify Buyer, its members, Affiliates and agents and their respective officers, directors and employees (collectively, the "Buyer Indemnified Parties"; each a "Buyer Indemnified Party") from and against the entirety of Adverse Consequences (subject to the limitations in Section 5(d)(iii) below) any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification, resulting from any from, arising out of, relating to, in the nature of, or caused by such breach.