Common use of Survival; Limitations on Indemnification Clause in Contracts

Survival; Limitations on Indemnification. (a) The representations and warranties of Buyer contained in Section 3.03(f) shall survive the Closing indefinitely. The representations and warranties of Seller contained in Section 3.01(f) and Section 3.01(h) through Section 3.01(z) shall survive the Closing for twelve (12) months. The remainder of Seller’s representations, warranties, covenants and agreements shall survive the Closing for the period of the statute of limitations unless expressly stated to survive for a shorter period of time. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration. (b) The indemnification obligations of Seller under Section 9.05 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to claims with respect to which a Claim Notice has been delivered in accordance with Section 9.07 prior to such termination date. Buyer’s indemnification obligations under Section 9.05 shall continue without time limit. (c) Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to indemnify Buyer under this Agreement, unless, and then only to the extent that, (i) individual losses, damages, claims, demands, suits, costs, expenses, liabilities and sanctions to which Buyer would be entitled to indemnification (but for the provision of this Section 9.06(c)(i)) exceed a threshold equal to (■) and (ii) aggregate losses, damages, claims, demands, suits, costs, expenses, liabilities and sanctions to which Buyer would be entitled to indemnification (but for the provision of this Section 9.06(c)(ii)) in excess of the individual threshold in Section 9.06(c)(i) exceed a deductible equal to one and one half percent (1.5%) of the Purchase Price. (d) Notwithstanding anything to the contrary contained herein, Seller’s aggregate liability under this Agreement in respect of all breaches of its representations, warranties and covenants contained herein shall not exceed (■) of the Purchase Price. (e) Neither Party shall have any obligation under Section 9.05 with respect to any amount finally agreed in the Final Settlement Statement pursuant to Section 9.01, provided such Party has paid all amounts due from it in accordance therewith.

Survival; Limitations on Indemnification. (a) The representations and warranties and covenants and agreements of Buyer the parties contained in Section 3.03(f) shall herein will survive the Closing indefinitely. The representations and warranties (even if the damaged party knew or had reason to know of Seller contained any misrepresentation or breach of warranty at the time of Closing), subject to the time limitations set forth in Section 3.01(f7.1(b) below. Notwithstanding the first sentence of this Section 7.1, and Section 3.01(h) through Section 3.01(z) shall without limiting the generality thereof, any representation or warranty, covenant or agreement in respect of which indemnity may be sought under any section of this Agreement will survive the Closing for twelve (12) months. The remainder of Seller’s representationstime at which it would otherwise terminate pursuant to this Agreement, warranties, covenants and agreements shall survive the Closing for the period if notice of the statute breach of limitations unless expressly stated the representation or warranty, covenant or agreement giving rise to survive for a shorter period of such indemnity shall have been given to the party against whom such indemnity may be sought, prior to such time. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration. (b) The If the Closing occurs, Shareholder will have no liability (for indemnification obligations of Seller under Section 9.05 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject otherwise) pursuant to indemnification, except in each case as to claims this Article VII with respect to which any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, other than those contained in Sections 2.2, 2.8, 2.18 and 5.6, unless on or before the date that is twelve (12) months after the date of Closing, Buyer notifies Shareholder of a Claim Notice has been delivered claim specifying the factual basis of that claim in reasonable detail to the extent then known to Buyer (in accordance with Section 9.07 prior 7.2). Any claim made by Buyer with respect to such termination date. Buyer’s indemnification obligations under Section 9.05 shall continue without time limitSections 2.2, 2.8, 2.18 or 5.6, or relating to the matters set forth on Exhibit G hereto, may be made at any time, subject to applicable statutes of limitations. (c) Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to indemnify Buyer under this Agreement, unless, and then only to the extent that, The maximum liability of Shareholder (ifor indemnification or otherwise) individual losses, damages, claims, demands, suits, costs, expenses, liabilities and sanctions to which Buyer would be entitled to indemnification (but for the provision of this Section 9.06(c)(i)) exceed a threshold equal to (■) and (ii) aggregate losses, damages, claims, demands, suits, costs, expenses, liabilities and sanctions to which Buyer would be entitled to indemnification (but for the provision of this Section 9.06(c)(ii)) in excess of the individual threshold in Section 9.06(c)(i) exceed a deductible equal to one and one half percent (1.5%) of the Purchase Price. (d) Notwithstanding anything to the contrary contained herein, Seller’s aggregate liability under this Agreement in respect of all breaches of its representations, warranties and covenants contained herein shall not exceed (■) of the Purchase Price. (e) Neither Party shall have any obligation under Section 9.05 with respect to any amount finally agreed in representation or warranty, or covenant or obligation to be performed and complied with prior to the Final Settlement Statement Closing Date pursuant to Section 9.01this Article VII, provided such Party has paid all other than those in Sections 2.2, 2.8, 2.18 and 5.6, shall be $450,000 (which amount shall be inclusive of any amounts due disbursed to Buyer from it the Escrow Fund (defined below)). There shall be no maximum liability with respect to matters related to Sections 2.2, 2.8, 2.18 and 5.6, or matters set forth on Exhibit G hereto. Notwithstanding anything in accordance therewiththis Article VII to the contrary, nothing herein shall limit any remedy that Buyer or Shareholder may have for fraud or wilful misconduct.

Survival; Limitations on Indemnification. (a) The representations and warranties of Buyer contained in Section 3.03(f) shall survive the Closing indefinitely. The representations and warranties of Seller contained in Section 3.01(f) and Section 3.01(h) through Section 3.01(z3.01(o) shall survive the Closing for twelve (12) monthsand expire at 5:00 p.m. Central Time on December 31, 2015. The remainder of Seller’s the representations, warranties, covenants and agreements shall survive the Closing for the period of the statute of limitations indefinitely unless expressly stated to survive for a shorter period of time. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration. (b) The indemnification obligations of Seller under Section 9.05 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to claims with respect to which a Claim Notice has been delivered in accordance with Section 9.07 prior to such termination date. Buyer’s indemnification obligations under Section 9.05 4.01(b) shall continue without time limit. (c) Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to indemnify Buyer under this Agreement, Agreement unless, and then only to the extent that, (i) individual losses, damages, claims, demands, suits, costs, expenses, liabilities and sanctions to which Buyer would be entitled to indemnification (but for the provision of this Section 9.06(c)(i)) exceed a threshold equal to (■) and (ii) aggregate losses, damages, claims, demands, suits, costs, expenses, liabilities and sanctions to which Buyer would be entitled to indemnification (but for the provision of this Section 9.06(c)(ii9.06(c)) in excess of the individual threshold in Section 9.06(c)(i) exceed exceeds a deductible equal to one and one half percent Two Hundred Fifty Thousand Dollars (1.5%) of the Purchase Price$250,000.00). (d) Notwithstanding anything to the contrary contained herein, Seller’s aggregate liability under this Agreement in respect of all breaches of its representations, warranties and covenants contained herein shall not exceed twenty-five percent (■25%) of the Purchase Price. (e) Neither Party shall have any obligation under Section 9.05 with respect to any amount finally agreed in the Final Settlement Statement pursuant to Section 9.01, provided such Party has paid all amounts due from it in accordance therewith.