Common use of REPRESENTATIONS OF IES Clause in Contracts

REPRESENTATIONS OF IES. Except as otherwise qualified below, IES represents and warrants that all of the following representations and warranties in this Section 6 are true at the date of this Agreement and, subject to Section 7.7 hereof, shall be true at the time of Closing and the Consummation Date, and that such representations and warranties shall survive the Consummation Date for a period of eighteen months (the last day of such period being the "Expiration Date"), except that solely for purposes of determining whether a claim for indemnification under Section 11.2(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, any of the Stockholders actually incurs liability under the 1933 Act, the 1934 Act, or any other Federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. IES acknowledges that in purchasing the shares of Company Stock, it is relying upon its own independent investigation as well as the representations and warranties of the Company and the Stockholders as set forth in this Agreement. Except as set forth herein, the Company and the Stockholders expressly disclaim any representation or warranty (express, implied or otherwise) relating to the condition, assets or business of the Company and any subsidiary including, without limitation, any warranty of merchantability or fitness for a particular purpose except as expressly set forth herein.