Survival and Other Matters. The provisions of Sections 9.1 -------------------------- through 9.5 shall survive the termination of this Agreement and shall continue in effect during and after any employment of the Executive after the end of the Employment Period and the termination of this Agreement. This provision shall not be construed to limit the survival of any other provisions that also survive the termination of this Agreement by the express or implied terms of such provisions. In addition, it is understood that the value to the Company of the Executive agreeing to and abiding by the restrictions set forth in this Section 9 is equal to at least $367,000.00, but it is further understood that (i) the Executive has agreed to abide by such restrictions in consideration of the Company's entering into this Agreement, and (ii) such restrictions shall remain in effect irrespective of whether the Executive becomes entitled to any payments or benefits hereunder.
Survival and Other Matters. The provisions of Sections 5.1 through 5.5 shall survive the termination of this Agreement and shall continue in effect during and after any employment of the Employee after the end of the Employment Period and the termination of this Agreement. This provision shall not be construed to limit the survival of any other provisions that also survive the termination of this Agreement by the express or implied terms of such provisions.
Survival and Other Matters. Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document:
Survival and Other Matters. Each representation, warranty, indemnity, covenant and agreement of each of the parties hereto shall survive the Closing; provided, however, that no party shall be entitled to assert claims against the other for misrepresentations or breach of warranty under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim within four (4) years after the Closing Date; provided, further, that the foregoing limitation on the survival of representations and warranties shall not apply to any of the representations and warranties in Sections 5.2, 5.7(a), 5.13 and 5.16 hereof.
Survival and Other Matters. Notwithstanding anything to the contrary -------------------------- contained in this Agreement or any of the Company Documents: (a Each representation, warranty, indemnity, covenant and agreement of each of the parties hereto shall survive the Closing; provided, however, that -------- ------- no party shall be entitled to assert any claim against the other for misrepresentation or breach of warranty, indemnity, covenant or agreement under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim, in reasonable detail, during the period ending on the first anniversary of the Closing Date (the "Survival Period"), in which case the indemnified party's right to indemnification will survive, but only with respect to the matters so described in such notice, provided, however, that it is expressly acknowledged that any -------- ------- claim made pursuant to the provisions of Section 10.1(a)(iii) or Section 10.1(a)(iv) hereof (and/or the provisions of Section 10.1(a)(v) hereof relating to said Section 10.1(a)(iii) or said Section 10.1(a)(iv)), and Company Indemnitees' rights and Buyer's obligations thereunder, shall survive indefinitely and shall not be subject to, or limited by, any aforementioned Survival Period; provided further that the representations and warranties made by the Company in Sections 5.6, 5.16 and 5.18 shall survive until the second anniversary of the Closing Date.
Survival and Other Matters. Notwithstanding anything to the contrary contained in any of Transaction Documents:
Survival and Other Matters. (a) Each representation, warranty, -------------------------- indemnity, covenant and agreement of any of the parties hereto shall survive the Closing; provided, however, that no party shall be entitled to assert claims against any other for (x) misrepresentations or breach of warranty, covenant or agreement under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim within twelve (12) months after the Closing Date; provided, however, that the foregoing twelve (12) month limitation on survival shall not apply to claims that may be asserted by a party hereto as a result of or arising out of (x) the actions, claims or demands of any party other than the party to this Agreement asserting such claim, (y) any of the Excluded Liabilities or (z) any of the Assumed Obligations (claims under any of clauses (x), (y) or (z) being referred to as "Third Party Claims"), and such Third Party Claims may be asserted at any time within three (3) years after the Closing Date. Notwithstanding the foregoing, in no event shall the Sellers, on the one hand, or Buyers, on the other hand, have any liabilities under or pursuant to this Agreement (x) for any misrepresentations or breaches of warranties, covenants or agreements contained herein (other than in respect of Third Party Claims) until such liabilities shall exceed $75,000 in the aggregate, at which time such indemnifying party shall be fully liable for all such liabilities, including the first $75,000 or (y) in excess of Three Million Five Hundred Thousand Dollars ($3,500,000).
Survival and Other Matters. (a) The indemnities, covenants, and agreements of each of the parties hereto shall survive the Closing for five (5) years, except that the representations and warranties (and all indemnities in respect thereof) shall survive for one (1) year, except that the representations and warranties made in Sections 4.2, 44-7 (the first two sentences only), 4.13, 4.17, 55-2 and 66-7 all shall survive for five (5) years, and any claim for indemnification must be made in writing and received by the Indemnifying Parties (as defined below) prior to such time.
Survival and Other Matters. Each representation, warranty, indemnity, covenant and agreement of each of the parties hereto shall survive the Closing; provided, however, that no party shall be entitled to assert claims against any other for misrepresentations or breach of warranty under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim within two (2) years after the Closing Date; and provided, further, however that the foregoing limitations on the survival of representations and warranties shall not apply to any of the representations and warranties in or pursuant to Section 5.3, 5.6 or 5.1, hereof. Notwithstanding the foregoing, in no event shall the Seller on the one hand or Buyer on the other hand, have any liabilities under or pursuant to this Agreement for any misrepresentations or breaches of warranties hereunder except to the extent such liabilities shall exceed in the aggregate $25,000.
Survival and Other Matters. (a) The representations, warranties, covenants and agreements of each of the parties hereto shall survive the Closing indefinitely without limitation; provided, however, the representations and warranties (other than those in Sections 4.2 and 4.7 (the first two and last two sentences only), and 5.2 all of which shall survive indefinitely, and in Section 4.13 which shall survive for the applicable statute of limitations, and in Section 4.18 which shall survive until the third anniversary of the Closing) shall only survive until the first (1st) anniversary of the Closing. The parties hereto acknowledge that except for the representations and warranties specifically set forth herein, they have not relied on any information provided by the other party as constituting a representation or warranty of such other party.
