Covenants, Obligations and Agreements. Each covenant, obligation and agreement of the Buyer Parent and any other Buyer set forth in this Agreement required to be performed or complied with on or before the Second Closing Date shall have been performed or complied with in all material respects.
Covenants, Obligations and Agreements. Notwithstanding anything in this Agreement to the contrary, the rights of the Indemnitees to be indemnified and held harmless with respect to any breach of any covenant or obligation of the Company or any Seller contained in this Agreement which covenant or obligation by its terms only requires performance prior to or at the Closing shall terminate and expire as of the Closing, and any liability of the Company or any Seller with respect to such covenants or obligations shall thereupon cease; provided that the rights of the Indemnitees to be indemnified and held harmless with respect to any material breach by the Company of any covenant, agreement or obligation of the Company set forth in Section 6.1(b) survive the Closing until 11:59pm on the date that is six (6) months after the Closing Date. All covenants and obligations of Sellers contained in this Agreement that by their respective terms contemplate any performance following the Closing shall survive the Closing for six (6) months following the period explicitly specified therein. The foregoing is expressly intended to override and modify any applicable statute of limitations with respect to such covenants and obligations. Notwithstanding anything to the contrary herein, if, at any time prior to the applicable survival date set forth in this Section 8.1(b), any Indemnitee delivers to the Sellers’ Representative (or, in the case of an Individual Seller Claim (as defined below), the applicable Seller) a Notice of Claim alleging the existence of a breach of any of such covenant or obligation, then the claim asserted in such Notice of Claim shall survive such date until such time as such claim is fully and finally resolved.
Covenants, Obligations and Agreements. Each of the covenants and obligations of each of the Xxxxxxx Parties to be performed or complied with as of or prior to the Closing shall have performed and complied with in all material respects.
Covenants, Obligations and Agreements. Each of the covenants and obligations of SPAC to be performed or complied with as of or prior to the Closing shall have performed and complied with in all material respects.
Covenants, Obligations and Agreements. Notwithstanding anything herein to the contrary, the Parties each acknowledge and agree that: (i) each of the Companies covenants, obligations and agreements are several and not joint and (ii) that no Company or any of its respective Affiliates shall be liable for, or shall have been deemed to have breached or violated this Agreement as a result of, a breach or violation of this Agreement by such other Company or its respective Subsidiaries. [Signature Page Follows]
