Common use of Survival; Limitations Clause in Contracts

Survival; Limitations. All representations, warranties, covenants and agreements of the Parties hereto contained herein shall survive the Closing. The obligations of the Parties hereto pursuant to the Indemnification contained in this Article IX shall expire (a) as to non-Tax related Damages eighteen (18) months from the Closing Date (the “Non-Tax Indemnification Period”) and (b) as to Tax-related Damages upon the final resolution by the appropriate tax authorities of the Tax liabilities of the Purchaser through the Closing Date or the expiration of the applicable statute of limitations (as tolled by any waiver or extension thereof).

Appears in 1 contract

Samples: Intangible Assets & Machinery Option to Purchase Agreement (Blue Star Foods Corp.)

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Survival; Limitations. All representations, warranties, covenants and agreements of the Parties hereto parties contained herein shall survive the Closing. The obligations of the Parties hereto parties pursuant to the Indemnification contained in this Article IX X shall expire (a) as to non-Tax and non-environmental related Damages eighteen Damages, on the first (181st) months from anniversary of the Closing Date (the “Non-Tax Indemnification Period”) and (b) as to Tax-related Damages upon the final resolution by the appropriate tax authorities of the Tax liabilities of the Purchaser through the Closing Date or and environmental matters, the expiration of the applicable statute statutes of limitations (as tolled by any waiver or extension thereof).

Appears in 1 contract

Samples: Stock Purchase Agreement (Language Arts Corp.)

Survival; Limitations. All representations, warranties, covenants and agreements of the Parties hereto contained herein shall survive the Closing. The obligations of the Parties hereto pursuant to the Indemnification contained in this Article IX shall expire (a) as to non-Tax related Damages eighteen (18) months from the Closing Date (the “Non-Tax Indemnification Period”) and (b) as to Tax-related Damages upon the final resolution by the appropriate tax authorities of the Tax liabilities of the Purchaser Company through the Closing Date or the expiration of the applicable statute of limitations (as tolled by any waiver or extension thereof).

Appears in 1 contract

Samples: Stock Purchase Agreement (Blue Star Foods Corp.)

Survival; Limitations. All representations, warranties, covenants and agreements of the Parties hereto parties contained herein shall survive the Closing. The obligations of the Parties hereto parties pursuant to the Indemnification contained in this Article IX X shall expire (a) as to non-Tax related Damages eighteen on the first (181st) months from anniversary of the Closing Date (the “Non-Tax Indemnification Period”) and (b) as to Tax-related Damages upon the final resolution by the appropriate tax authorities of the Tax liabilities of the Purchaser through the Closing Date or the expiration of the applicable statute statutes of limitations (as tolled by any waiver or extension thereof).

Appears in 1 contract

Samples: Stock Exchange Agreement (mBeach Software, Inc.)

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Survival; Limitations. All representations, warranties, covenants and agreements of the Parties parties hereto contained herein shall survive the Closing. The obligations of the Parties parties hereto pursuant to the Indemnification contained in this Article IX V shall expire (a) as to non-Tax related Damages eighteen Damages, twelve (1812) months from the Closing Date (the “Non-Tax Indemnification Period”) ), and (b) as to Tax-related Damages Damages, upon the final resolution by the appropriate tax authorities of the Tax liabilities of the Purchaser relevant party through the Closing Date or the expiration of the applicable statute of limitations (as tolled by any waiver or extension thereof).

Appears in 1 contract

Samples: Merger Agreement (Makamer Holdings, Inc.)

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