Common use of SURVIVAL AND REMEDIES Clause in Contracts

SURVIVAL AND REMEDIES. All representations and warranties of each of the parties hereto contained in this First Amendment or the Additional Agreements, including all statements contained in any certificate, schedule, document or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby, shall be deemed to be representations and warranties within the meaning of this Section 11.1, shall be deemed to be material and to have been relied upon by the Company or the Principal Geo Shareholders, as the case may be, and shall survive the Closing. All of the covenants and agreements of each of the parties hereto contained in this First Amendment or in any document delivered pursuant to this First Amendment shall survive the Closing, and claims for indemnification relating to a breach of any such covenant or agreement may be made at any time. In the event of a breach of any of such representations, warranties, covenants and agreements, the party to whom such representation, warranty, covenant or agreement has been made shall have all rights and remedies for such breach available to it under the provisions of this First Amendment, or otherwise, whether of law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this First Amendment or any Additional Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement contained in this First Amendment or any Additional Agreement as to which there is no inaccuracy or breach.

SURVIVAL AND REMEDIES. All representations and warranties of each of the parties hereto contained in this First Amendment or Agreement and the Additional Agreementsschedules hereto, including all statements contained in any certificatebring-down, schedule, document Closing or other writing similar certificate delivered pursuant hereto or in connection with the transactions contemplated herebyhereto, shall be deemed to be representations and warranties within the meaning of this Section 11.1, shall be deemed to be material and to have been relied upon by the Company or the Principal Geo Shareholders7.1, as the case may be, and shall survive the ClosingClosing until the fifteen (15) month anniversary thereof, except in the case of representations and warranties set forth in Sections 2.1(c), 2.1(e), 2.1(f) (i), 2.1(j), 2.1(k), 2.1(m) and 2.2(b)(i), as to which claims may be made at any time prior to the expiration of the applicable statute of limitations with respect thereto (regardless of whether the facts giving rise to such claim are also the subject of any expired representation or warranty) (the representations and warranties included in this exception are referred to as the "Unlimited Representations"). Notwithstanding anything to the contrary in the previous sentence, any claim for indemnification relating to a breach of any such representation or warranty asserted in a writing (stating the nature of the claim, the identity of the underlying claimants, if applicable, and an estimate of the amount of the claim, if known, and the basis for the claim) on or before the expiration of the relevant time period shall survive, and the representations and warranties referenced in such claim shall survive for purposes of such claim, until resolved or judicially determined. All of the covenants and agreements of each of the parties hereto contained in this First Amendment Agreement and the schedules hereto or in any document bring-down, Closing or similar certificate delivered pursuant to this First Amendment Agreement shall survive the Closing, and claims for indemnification relating to a breach of any such covenant or agreement must be made before the fifteenth (15th) month anniversary of the Closing Date other than claims based on Article VI which may be made at any time. In the event of a breach of any of such representations, warranties, covenants and agreements, the party to whom such representation, warranty, covenant or agreement has been made shall have all rights and remedies for such breach available to it under the provisions of this First AmendmentAgreement, or otherwise, whether of law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date, other than disclosures contained in the Disclosure Schedule. The rights Claims for indemnification under this Article VII are the sole and remedies exclusive remedy of the parties in connection with this Agreement for any and all loss, damage, expense (including court costs, amounts paid in settlement, judgments, attorneys' fees and other expenses for investigating and defending), claim, deficiency, and liability, except with respect to claims (i) pursuant to Article VI hereto, (ii) based upon any fraud committed by any party hereto in connection herewith and/or (iii) based upon, arising out upon any intentional breach by any party hereto of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this First Amendment or any Additional Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement contained in this First Amendment or any Additional Agreement as to which there is no inaccuracy or breachits obligations hereunder.

SURVIVAL AND REMEDIES. All representations and warranties of each of the parties hereto contained in this First Amendment Agreement or the Additional Agreements, including all statements contained in any certificate, schedule, document or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby, shall be deemed to be representations and warranties within the meaning of this Section 11.18.1, shall be deemed to be material and to have been relied upon by the Company Aon or the Principal Geo ShareholdersXxxx Family Members, as the case may be, and shall survive the ClosingClosing and the Effective Time, and claims for indemnification relating to a breach of any such representation and warranty may be made at any time. All of the covenants and agreements of each of the parties hereto contained in this First Amendment Agreement or in any document delivered pursuant to this First Amendment Agreement shall survive the ClosingClosing and the Effective Time, and claims for indemnification relating to a breach of any such covenant or agreement may be made at any time. In the event of a breach of any of such representations, warranties, covenants and agreements, the party to whom such representation, warranty, covenant or agreement has been made shall have all rights and remedies for such breach available to it under the provisions of this First Amendment, Agreement or otherwise, whether of law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this First Amendment Agreement or any Additional Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement contained in this First Amendment Agreement or any Additional Agreement as to which there is no inaccuracy or breach.