Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, Company, Parent, LuxCo and BHN shall survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following the Closing, in the case of all other representations and warranties of Sellers and Parent, LuxCo and BHN hereunder.
Survival of Indemnification Rights. All representations and warranties contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive until six(6) months following the Closing (the “Survival Period”). After the expiration of the Survival Period, the Indemnifying Parties shall have no further liability for indemnification pursuant to this Article XI other than with respect to the claims already made pursuant to this Article XI.
Survival of Indemnification Rights. The representations and warranties of the Company shall survive until 12 months (the “Survival Period”) following the Closing. In the event that any outstanding claims have arisen during such 12-month period which would be eligible for indemnification under this Article 10, the Escrow Participant shall leave in Escrow that number of Escrow Shares (calculated as of the closing per share market price of the Purchaser Ordinary Shares on the last trading day of such 12-month period) for an additional 12 months to settle any such outstanding claims. Upon the expiration of such additional 12-month period any remaining Escrow Shares shall be released and delivered to the Company Shareholder who agreed hereunder to escrow such Escrow Shares. The covenants of the Company contained in this Agreement to be performed prior to Closing shall expire and be of no further force or effect as of the Closing, provided, that claims for breach or nonfulfillment thereof shall survive until the expiration of the Survival Period. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 for Losses shall be effective so long as it is asserted prior to the expiration of the Survival Period; provided, that in the event that any Indemnification Notice shall have been given in accordance with the provisions of this Agreement prior to the expiration of the Survival Period and such claim has not been finally resolved by the expiration of the Survival Period, the representations, warranties, covenants, agreements or obligations that are the subject of such Indemnifications Notice shall survive solely for purposes of resolving such claim until such matters are finally resolved. The parties acknowledge that the time periods set forth in this Section 10.6 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties without regard to the applicable statute of limitations with respect to such matters.
Survival of Indemnification Rights. The representations and warranties of the Company, the Seller, Parent and the Purchaser shall survive until the eighteen (18) month anniversary of the Closing Date; provided, that the Fundamental Representations shall survive until 30 days following the expiration of the applicable statute of limitations. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 11.1 or 11.2 for Losses shall be effective so long as it is asserted prior to the time such representations, warranties or covenants cease to survive hereunder.
Survival of Indemnification Rights. All representations and warranties of the Warrantors contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through and until April 30, 2021 (the “Survival Period”); provided, however, that Fraud Claims against the Warrantors shall survive indefinitely, and that claims in respect of the Special Tax Indemnity shall survive until April 30, 2019. If written notice of a claim for breach of any representation or warranty has been given before the applicable date when such representation or warranty no longer survives in accordance with this Section 10.7, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved. All covenants, obligations and agreements of the Warrantors contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement), including any indemnification obligations, shall survive the Closing and continue until fully performed in accordance with their terms.
Survival of Indemnification Rights. All representations and warranties contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive until 12 months following the Closing Date (the “Survival Period”); provided that the representations and warranties on Taxes in Section 4.20 shall survive until the expiry of the applicable statute of limitations. After the expiration of the Survival Period, the Indemnifying Party shall have no further liability for indemnification pursuant to this Article XII other than with respect to the claims already made pursuant to this Article XII.
Survival of Indemnification Rights. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Seller contained in Article IV hereto shall survive the Closing and remain in full force and effect for a period of twenty-one (21) months following the Closing Date and, if a claims notice has been provided by such date, shall remain in full force and effect only with respect to the pending matters identified in such claims notice until final resolution thereof, except that (a) the following representations and warranties shall survive and remain in full force indefinitely: Section 4.1 (Organization and Good Standing), Section 4.3 (Authorization and Effect of Agreement), Section 4.6 (Capitalization of the Company), Section 4.7 (Ownership of the Shares), Section 4.8 (No Subsidiaries), and Section 4.23 (Environmental); and (b) claims for indemnification regarding the representations and warranties under Section 4.24 (Employee Benefits), and Section 4.27 (Taxes and Tax Returns), Section 4.30 (Indebtedness) and 4.35 (Export Control and Compliance) must be brought prior to the expiration of the applicable statute of limitations. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Purchaser contained in Article V hereto shall survive the Closing and remain in full force and effect indefinitely.
Survival of Indemnification Rights. The representations and warranties of Purchaser, each Company and Sellers shall survive for a twelve (12) month period following the Closing.
Survival of Indemnification Rights. All representations and warranties contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive until fifteen (15) months following the Closing (the “Survival Period”). After the expiration of the Survival Period, no Indemnifying Party shall have further liability for indemnification pursuant to this Article XI other than with respect to the claims already made pursuant to this Article XI prior to the expiration of the Survival Period provided that the Indemnification Notice describes such claim with specificity together with a good faith, reasonable estimate of the Loss claimed. Notwithstanding the foregoing, any claim made pursuant to this Article XI prior to the expiration of the Survival Period that is still pending or unresolved at the end of the Survival Period, shall continue to be covered by this Article XI notwithstanding any applicable statute of limitations (which the Indemnifying Party hereby waives) or the expiration of the Survival Period, until such matter is finally terminated or otherwise resolved by and between the Indemnified Party Representative and the Seller under this Agreement or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid.
Survival of Indemnification Rights. The representations and warranties of Target shall terminate at the Closing (the “Survival Period”). The coverage to which any covered party is entitled from the R&W Insurance Policy pursuant to Section 10.1 for losses shall survive as provided in the R&W Insurance Policy.
