Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreements. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless the Representative notifies Buyer of such a claim within twelve months of Closing; provided, however, that any claim relating to any representation made in Sections 2.2(b) (Authorization of Transaction) and 2.2(d) (Brokers’ Fees) may be made at any time without any time limitation. Notwithstanding anything to the contrary contained herein, if Buyer or the Representative, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Pasithea Therapeutics Corp.)
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. If the Closing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreements. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectivelyoccurs, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer Sellers will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Representative notifies Buyer Buyers notify the Sellers of such a claim within twelve on or before the date eighteen (18) months of Closingafter the Closing Date; provided, however, that (a) any claim relating to Section 3.19 (environmental) or 3.21 employee benefits) may be made at any representation time until the date three years after the Closing Date, (b) any claim relating to Section 3.15 (taxes) may be made in Sections 2.2(b) at any time until the date 30 days after the expiration of the applicable statute or period of limitations (Authorization including any extension of Transactionsuch statute or period of limitations) and 2.2(d(c) any claim relating to Section 3.1 (Brokers’ Feesorganization), 3.3 (authority), 3.4 (conflicts) or 3.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. Notwithstanding anything If the Closing occurs, the Buyers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the contrary contained hereinClosing Date, if Buyer unless the Sellers notify the Buyers of such a claim on or before the date eighteen (18) months after the Closing Date; provided, however, that any claim relating to Section 4.8 (taxes) may be made at any time until the date 30 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations) and any claim relating to Section 4.1 (organization) 4.2 (capitalization) 4.3 (authority), or 4.4 (conflicts), fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyers or the RepresentativeSellers, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability Liability for such claim will continue until such claim is fully resolved.
Appears in 1 contract
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. If the Closing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreements. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectivelyoccurs, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer Seller will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Representative Buyer notifies Buyer the Seller of such a claim within twelve on or before the date twenty-one (21) months of Closingafter the Closing Date; provided, however, that (a) any claim relating to Section 3.13 (Employee Benefits) or 3.17 (Environmental Matters) may be made at any representation made in Sections 2.2(btime until the date three (3) years after the Closing Date, (Authorization of Transactionb) any claim relating to Section 3.1 (Organization, Qualification and 2.2(dCorporate Power), 3.2 (Authority), 3.4 (Capitalization) or 3.20 (Brokers’ Fees; Finders) may be made at any time without any time limitation, (c) any claim relating to Section 3.7 (Title to Assets) or 3.9 (Taxes) may be made at any time until the expiration of the applicable statute or period of limitations plus thirty (30) days, (d) any claim of fraud may be made at any time without any time limitation, and (e) any claim under Section 10.1(d) may be made at any time until the date three (3) years after the Closing Date; provided, that if the subject matter of a claim pursuant to Section 10.1(d) also constitutes a breach of a representation or warranty of the Seller in Article III, the survival period for such claim under Section 10.1(d) shall be coextensive (longer or shorter) with that of the survival period for the representation or warranty in question; provided, further, that no claim may be made under Section 10.1(d) after the occurrence of a Buyer Change of Control (other than a transfer of ownership in connection with a foreclosure by Buyer’s or the Companies’ secured lenders). Notwithstanding anything If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the contrary contained hereinClosing Date, unless the Seller notifies the Buyer of such a claim on or before the date twenty-one (21) months after the Closing Date; provided, however, that (a) any claim relating to Section 4.1 (Organization and Authority), 4.4 (No Brokers’ Fees) or 4.6 (Investment Intent; Information) may be made at any time without any time limitation, (b) any claim of fraud may be made at any time without any time limitation and (c) any claim under Section 10.2(e) may be made at any time until the date three (3) years after the Closing Date; provided, that if the subject matter of a claim pursuant to Section 10.2(e) also constitutes a breach of a representation or warranty of the Buyer in Article IV, the survival period for such claim under Section 10.2(e) shall be coextensive (longer or shorter) with that of the survival period for the representation or warranty in question. If the Buyer or the RepresentativeSeller, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability Liability for such claim will continue until such claim is fully resolved.
Appears in 1 contract
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties Buyer, Company and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreementsClosing. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer Sellers will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Representative Buyer notifies the Sellers of such a claim on or before July 1, 2015; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until July 1, 2015, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 90 days after the expiration of the statute or period of limitations (including any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the Sellers) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities) or 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time until July 1, 2019. The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Sellers notify the Buyer of such a claim within twelve months of Closingon or before July 1, 2015; provided, however, that any claim relating to fraud or any representation made in Sections 2.2(b) (Authorization of Transaction) and 2.2(d) (Brokers’ Fees) covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. Notwithstanding anything to If the contrary contained herein, if Buyer or the RepresentativeSellers, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.
Appears in 1 contract
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties Buyer and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for the period of time set forth in this Article 6 with respect to such Closing. All representations, warranties, covenants and agreements. The right agreements of the Target in this Agreement or any other certificate or document delivered pursuant to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after survive the execution and delivery of this Agreement, with respect to Closing. If the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectivelyoccurs, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer Sellers will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Buyer notifies the Sellers’ Representative notifies Buyer of such a claim within twelve months of Closingon or before the date two years after the Closing Date; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any representation time until the date five years after the Closing Date, (b) any claim relating to Section 4.15 (taxes) may be made in Sections 2.2(b) at any time until the date 90 days after the expiration of the applicable statute or period of limitations (Authorization including any extension of Transactionsuch statute or period of limitations) and 2.2(d(c) any claim relating to Article III (Brokers’ Feesthe Sellers) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts) or 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. Notwithstanding anything If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the contrary contained hereinClosing Date, if unless the Sellers’ Representative notifies the Buyer of such a claim on or before the date three years after the Closing Date; provided, however, that any claim relating to fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the Sellers’ Representative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.
Appears in 1 contract
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties Buyer, Company and the Seller in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreementsClosing. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer Seller will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Representative Buyer notifies Buyer the Seller of such a claim within twelve months of Closingon or before July 31, 2016; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any representation time until June 30, 2018, (b) any claim relating to Section 4.15 (taxes) may be made in Sections 2.2(bat any time until the date 45 days after the expiration of the statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (Authorization of Transactionc) and 2.2(dany claim relating to Article III (the Seller) or Section 4.1 (Brokers’ Fees) organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. Notwithstanding anything The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the contrary contained hereinSeller notifies the Buyer of such a claim on or before July 31, if 2016; provided, however, that any claim relating to Section 5.3 (LiveDeal stock), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the RepresentativeSeller, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.
Appears in 1 contract
Samples: Security Agreement (Livedeal Inc)
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will shall survive the Closing for the period of time set forth in this Article 6 Closing. Seller shall have no liability with respect to (a) any claim under Section 7.1(a) or Section 7.1(k) unless Buyer notifies Seller of such representationsa claim on or before the fifteen (15) month anniversary of the Closing Date; provided, warrantieshowever, covenants that (i) any claim relating to any representation or warranty made in Sections 3.6, 3.16, 3.17 and agreements3.19 may be made at any time until the third (3rd) anniversary of the Closing Date, and (ii) any claim relating to any representation or warranty made in Sections 3.1, 3.2, 3.3 (except for Section 3.3(c)) or 3.5 (collectively, the representations and warranties referred to in clause (ii) referred to as the “Fundamental Representations”) may be made at any time without limitation; (b) any claim under Section 7.1(g) unless Buyer notifies Seller of such a claim on or before the twenty-one (21) month anniversary of the Closing Date; and (c) any claim under Section 7.1(i) and any claim relating to any representation or warranty made in Section 3.9(c) may be made at any time until the date that is sixty (60) days after the expiration of the applicable statute of limitations. The right Any claim related to indemnification, payment intentional or fraudulent breaches of any losses or other remedy based on such representations, warranties, covenants, representations and obligations will not warranties may be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) made at any time, whether before or after the execution and delivery of this Agreement, time without limitation. Except with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body 2.1, 2.2, 2.4 or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing 2.5 (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Buyer Excluded Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties which may be made at any time without limitation. , Buyer will shall have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement under Section 7.2(a) unless the Representative Seller notifies Buyer of such a claim within twelve months on or before the fifteen (15) month anniversary of Closing; provided, however, that any claim relating to any representation made in Sections 2.2(b) (Authorization of Transaction) and 2.2(d) (Brokers’ Fees) may be made at any time without any time limitationthe Closing Date. Notwithstanding anything to the contrary contained herein, if If Buyer or the RepresentativeSeller, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will shall continue until such claim is fully resolved.
Appears in 1 contract
Samples: Interest Purchase Agreement (Global Eagle Entertainment Inc.)
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties Buyer, Company and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreementsClosing. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer Sellers will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Representative Buyer notifies Buyer such Seller of such a claim within twelve months of Closingon or before December 31, 2016; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any representation time until December 31, 2018, (b) any claim relating to Section 4.15 (taxes) may be made in Sections 2.2(bat any time until the date 45 days after the expiration of the statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (Authorization of Transactionc) and 2.2(dany claim relating to Article III (the Seller) or Section 4.1 (Brokers’ Fees) organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. Notwithstanding anything The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the contrary contained hereinSeller notifies the Buyer of such a claim on or before December 31, if 2016; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the RepresentativeSeller, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Alpine 4 Automotive Technologies Ltd.)
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for the period of time set forth in this Article 6 with respect to such representations, warranties, covenants and agreementsClosing. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, (a) any claim relating to any representation or warranty made in Sections 3.9 (Legal Compliance) and 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), and 3.5 (Brokers’ Fees) may be made at any time within two years of Closing; provided, that any claim relating to any representation or warranty made in 3.12 (Intellectual Property) may be made at any time within three years of Closing (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”), (c) any claim relating to any representation or warranty made in Article 2 or Article 3 (other than Fundamental Representations) may be made at any time within twelve months of Closing, and (d) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer Seller will have no liability Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, unless the Representative Buyer notifies Buyer the Seller of such a claim within twelve on or before the date eighteen (18) months of Closingafter the Closing Date; provided, however, that (a) any claim relating to Section 3.17 (environmental) may be made at any representation time until the date three years after the Closing Date, (b) any claim relating to Section 3.13 (taxes) may be made in Sections 2.2(b) at any time until the date 30 days after the expiration of the applicable statute or period of limitations (Authorization including any extension of Transactionsuch statute or period of limitations) and 2.2(d(c) any claim relating to Section 3.1 (Brokers’ Feesorganization), 3.3 (authority), 3.4 (conflicts) or 3.7 (title to assets), the certificate delivered pursuant to Section 5.1(b)(vi), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. Notwithstanding anything The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, unless the contrary contained hereinSeller notifies the Buyer of such a claim on or before the date eighteen (18) months after the Closing Date; provided, if however, that any claim relating to Section 4.8 (taxes) may be made at any time until the date 30 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations) and any claim relating to Section 4.1 (organization) 4.2 (capitalization) 4.3 (authority), or 4.4 (conflicts), fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the RepresentativeSeller, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability Liability for such claim will continue until such claim is fully resolved.
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