Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.)
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b5.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement.
(b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b5.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Seller Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Companythe Seller. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.42.3, 2.7 2.6 and 6.5 2.26 and Sections 3.1, 3.1 and 3.6 and 3.13 and the related sections of the Target Seller Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the a party required to provide indemnification pursuant to this Section 7 5 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b5.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Local Matters Inc.), Asset Purchase Agreement (Local Matters Inc.), Asset Purchase Agreement (Local Matters Inc.)
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser.
(b) The representations, warranties, covenants and obligations of each party agreements contained in this Agreement shall survive the Closing to as follows: (a) the extent provided in this Section 7.1(b). The Specified Seller Fundamental Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing Fundamental Representations shall survive the Closing for until the earlier of six (6) years following the Closing Date and the expiration of the applicable statute of limitations (each such applicable date, a period of “Fundamental Representation Survival Date”); (b) the Seller General Representations and the Purchaser General Representations shall survive the Closing until such date that is twelve (12) months after the date Closing Date (the “General Representation Survival Date”); (c) the covenants and agreements of the Company and Seller that do not contemplate performance following the Closing contained in this Agreement shall not survive the Closing; and (d) the covenants and agreements SET FORTH IN THIS AGREEMENT THAT BY THEIR TERMS ARE TO BE PERFORMED IN WHOLE OR IN PART AT OR AFTER THE CLOSING SHALL SURVIVE THE CLOSING TO THE EXTENT PROVIDED BY THEIR RESPECTIVE TERMS. WITHOUT LIMITING THE FOREGOING, except EXCEPT FOR (I) CLAIMS FOR FRAUD WITH RESPECT TO MAKING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN Article II and Article III of this Agreement (as qualified by the Seller Disclosure Schedule), (ii) claims for indemnification pursuant to and subject to the limitations of (x) Section 7.06(g) or (y) this Article XI and (iii) claims for specific performance or other equitable remedies hereunder, no claim shall be brought or maintained by, or on behalf of, any Purchaser Waiving Parties against any Seller Indemnity Party, and no recourse shall be sought or granted against any of them, by virtue of, or based upon, any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of the Company, Seller or any other Person set forth or contained in this Agreement, any certificate, instrument, opinion, agreement or other document of the Company, Seller or any other Person delivered hereunder, the subject matter of this Agreement or the Disclosure Schedules or the Transactions, the Business or the ownership, operation, management, use or control of the Business, any of the assets, or any actions or omissions at, or prior to, the Closing. Purchaser acknowledges and agrees that the agreements contained in this Section 11.07, Section 11.02(c) and the representations and warranties set forth contained in Sections 2.17 and 2.20 shall survive the Closing until the expiration Section 4.08 are an integral part of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 Transactions and the related sections inducement of Seller to consummate the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionTransactions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Covia Holdings Corp)
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive the Closing and the sale of the Assets to the Purchaser. Subject to Section 4.1(c) hereto, all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive until the first anniversary of the Closing Date; provided further that (i) the representation set forth in Section 2.12(c) shall survive until the date that is 270 days from and after the Closing Date (including the Closing Date), and (ii) any sale or other disposition of any or all the covenants contained in Sections 1.3, 5.1, 5.2, 5.3, 6.2 and 6.3 shall survive until the third anniversary of the Target Shares by Closing Date. Subject to Section 4.1(c), no Purchaser Indemnitee shall make any claim hereunder, including pursuant to Sections 2.5 and 2.12(b) hereof, against the Purchaser.
Seller with respect to the subject matter of Section 2.12(c) after the date that is 270 days from and after the Closing Date (b) including the Closing Date). The representations, warranties, covenants and obligations of each party the Indemnifying Party, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Companytheir Representatives. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if If a Claim Notice (as defined below) relating to any representation representation, warranty, covenant or warranty set forth in any of said Sections obligation is given to the party required to provide indemnification pursuant to this Section 7 Indemnifying Party on or prior to the first anniversary of the Closing Date (or, in the case of Section 2.12(c) only, the date that is 270 days from and after the Closing Date (including the Closing Date)), then, notwithstanding anything to the contrary contained in this Section 7.1(b4.1(c), such representation or warranty shall not so expire, but rather shall remain in full force and effect (solely with respect to the claim specified in the Claim Notice) until such time as each and every claim (including any indemnification claim asserted by any Indemnitee under Section 4.2) as specified in such Claim Notice that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolvedDefinitively Resolved. For purposes of this Agreement, either by means of a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Indemnifying Party a written settlement agreement executed notice stating that such Indemnitee believes that there is or has been a Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such Breach. For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionapplicable party in this Agreement.
Appears in 1 contract
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser.
(b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties made by Xxxxx, the Signing Stockholders, Purchaser and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve Merger Sub in this Agreement (12) months after the date of the Closing, except that including without limitation the representations and warranties set forth in Sections 2.17 2, 3 and 2.20 4) shall survive the Closing until and shall expire on the earlier of (i) the date of issuance of an audit report with respect to financial statements which both contain combined operations of Purchaser and Xxxxx and include the Closing Date or (ii) ninety (90) days after the Closing Date (the "Expiration Date"); provided, however, that (x) notwithstanding the foregoing, the Xxxxx Specified Representations (other than Section 2.4), the Signing Stockholder Specified Representations and the Purchaser Specified Representations (other than Section 4.4) shall survive the Closing for the applicable statute of limitations and (y) if, at any time prior to the expiration of a representation or warranty made by Xxxxx or any of the statute Signing Stockholders, any Purchaser Indemnitee (acting in good faith) delivers to a Signing Stockholder obligated to provide indemnity under this Section 12 in respect of limitations such representation or warranty a written notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Sections 12.2 or 12.4 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive against the Signing Stockholder to claims whom such notice was delivered until such time as such claim is fully and finally resolved and (z) if, at any time prior to the expiration of a representation or warranty made by Purchaser or Merger Sub, any Stockholder Indemnitee (acting in good faith) delivers to Purchaser a written notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Section 12.5 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved.
(b) Notwithstanding anything in this Agreement, from and after the Closing, any matter which has been accurately disclosed by Xxxxx or any of the Signing Stockholders in the Xxxxx Disclosure Schedule or the Signing Stockholder Disclosure Schedule or any update to either of the foregoing delivered to Purchaser at or prior to Closing, or in the Xxxxx Closing Certificate or any of the Signing Stockholders' Closing Certificates, (i) shall be deemed accepted by Purchaser and Merger Sub and (ii) shall not form the basis of any claim for Damages or any other remedy by any Purchaser Indemnitee against any Target Companyof the Signing Stockholders. Notwithstanding anything in this Agreement, from and after the Closing, any matter which has been accurately disclosed by Purchaser or Merger Sub in the Purchaser Disclosure Schedule or any update thereto delivered to Xxxxx or to the Signing Stockholders at or prior to Closing, or in the Purchaser Closing Certificate, (i) shall be deemed accepted by Xxxxx and the Signing Stockholders and (ii) shall not form the basis of any claim for Damages or any other remedy by any of the Stockholder Indemnitees against Purchaser.
(c) For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties : (i) each statement or other item of information set forth in Sections 2.1, 2.4, 2.7 the Xxxxx Disclosure Schedule or in the Xxxxx Closing Certificate shall be deemed to be a representation and 6.5 and Sections 3.1, 3.6 and 3.13 and warranty made by Xxxxx in this Agreement; (ii) each statement or other item of information set forth in the related sections Signing Stockholder Disclosure Schedule or in any of the Target Disclosure Schedule Signing Stockholders' Closing Certificates shall be deemed to be a representation and warranty in this Agreement made by the Signing Stockholder to whom such statement or item of information relates; and (iii) each statement or other item of information set forth in the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything Schedule or in the Purchaser Closing Certificate shall be deemed to the contrary herein, if be a Claim Notice (as defined below) relating to any representation or and warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained made by Purchaser and Merger Sub in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Metron Technology N V)
Survival of Representations and Covenants. (a) Subject to the provisions of duration and time limitations set forth in Section 7.1(b)9.1(b) below, the representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive the occurrence of each of the following:
(i) the Closing and the sale of the Shares to the Purchaser;
(ii) any sale or other disposition of any or all of the Target Shares by the Purchaser;
(iii) any Acquisition Transaction effected by or otherwise involving the Purchaser or the Company; and
(iv) any other events or occurrences occurring after the Closing.
(b) The All the representations, warranties, covenants and obligations contained in this Agreement shall survive for a period of two (2) years after the Closing, unless waived in writing by the party for whose benefit these representations and warranties have been given; provided, however, that (i) the representations and warranties of the Selling Stockholders set forth in Section 2.3 shall survive the Closing indefinitely (the "Indefinite Representations") and (ii) the representations and warranties of the Selling Stockholders set forth in Sections 2.1, 2.4, 2.8, 2.17, 2.19 and 2.20 (the "SOL Representations"), and with the Indefinite Representations collectively, the "Survival Representations") shall survive until the expiration of the applicable statute of limitations. Notwithstanding the foregoing the Purchaser's payment obligations shall survive the Closing, in accordance with the terms and conditions of this Agreement.
(c) Except as may be set forth in the Disclosure Schedule to this Agreement, the representations, warranties, covenants and obligations of each party the Company and the Selling Stockholders, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve their Representatives.
(12d) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties each statement or other item of information set forth in Sections 2.1, 2.4, 2.7 the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and 6.5 and Sections 3.1, 3.6 and 3.13 warranty made by the Company and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained Selling Stockholders in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdictionAgreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Edgewater Technology Inc/De/)
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser.
(b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties made by Xxxxx, the Signing Stockholders, Purchaser and related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve Merger Sub in this Agreement (12) months after the date of the Closing, except that including without limitation the representations and warranties set forth in Sections 2.17 2, 3 and 2.20 4) shall survive the Closing until and shall expire on the earlier of (i) the date of issuance of an audit report with respect to financial statements which both contain combined operations of Purchaser and Xxxxx and include the Closing Date or (ii) ninety (90) days after the Closing Date (the "Expiration Date"); provided, however, that (w) notwithstanding the foregoing, the Xxxxx Specified Representations (other than Section 2.4), the Signing Stockholder Specified Representations and the Purchaser Specified Representations (other than Section 4.4) shall survive the Closing for the applicable statute of limitations, (x) if, at any time prior to the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth made by Xxxxx, any Purchaser Indemnitee (acting in any of said Sections is given good faith) delivers to the party required to provide indemnification pursuant to this Section 7 on Agent a written notice that complies with the applicable provision of Sections 12.10 or prior to 12.12 alleging the first anniversary existence of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged a Breach of such representation or warranty has been and asserting a claim for recovery under Section 12.2 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive against the Identified Stockholders until such time as such claim is fully and finally resolved, either by means (y) if, at any time prior to the expiration of a representation or warranty made by any of the Signing Stockholders, any Purchaser Indemnitee (acting in good faith) delivers to a Signing Stockholder obligated to provide indemnity under this Section 12 in respect of such representation or warranty a written settlement agreement executed notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Section 12.4 based on such alleged inaccuracy or other
1. Breach, then the claim asserted in such notice shall survive against the Signing Stockholder to whom such notice was delivered until such time as such claim is fully and finally resolved and (z) if, at any time prior to the expiration of a representation or warranty made by Purchaser or Merger Sub, any Stockholder Indemnitee (acting in good faith) delivers to Purchaser a written notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Section 12.5 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved.
(b) Notwithstanding anything in this Agreement, from and after the Closing, any matter which has been accurately disclosed by Xxxxx or any of the Signing Stockholders in the Xxxxx Disclosure Schedule or the Signing Stockholder Disclosure Schedule or any update to either of the foregoing delivered to Purchaser at or prior to Closing, or in the Xxxxx Closing Certificate or any of the Signing Stockholders' Closing Certificates, (i) shall be deemed accepted by Purchaser and Merger Sub and (ii) shall not form the basis of any claim for Damages or any other remedy by any Purchaser Indemnitee against any of the Identified Stockholders or Signing Stockholders, as the case may be. Notwithstanding anything in this Agreement, from and after the Closing, any matter which has been accurately disclosed by Purchaser or Merger Sub in the Purchaser Disclosure Schedule or any update thereto delivered to Xxxxx or to the Signing Stockholders at or prior to Closing, or in the Purchaser Closing Certificate, (i) shall be deemed accepted by Xxxxx and the Signing Stockholders and (ii) shall not form the basis of any claim for Damages or any other remedy by any of the Stockholder Indemnitees against Purchaser.
(c) For purposes of this Agreement: (i) each statement or other item of information set forth in the Xxxxx Disclosure Schedule or in the Xxxxx Closing Certificate shall be deemed to be a representation and warranty made by Xxxxx in this Agreement; (ii) each statement or other item of information set forth in the Signing Stockholder Disclosure Schedule or in any of the Signing Stockholders' Closing Certificates shall be deemed to be a representation and warranty in this Agreement made by the parties hereto, Signing Stockholder to whom such statement or item of information relates; and (iii) each statement or other item of information set forth in the Purchaser Disclosure Schedule or in the Purchaser Closing Certificate shall be deemed to be a representation and warranty made by means of a final, non-appealable judgment issued by a court of competent jurisdictionPurchaser and Merger Sub in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Metron Technology N V)
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to (including the Selling Stockholders) set forth in this Agreement, the Escrow Agreement, the Investment Agreement and the Registration Rights Agreement shall survive: survive the Closing Date, and any subsequent Acquisition Transaction effected by or otherwise involving the Purchaser or the Company, to the extent provided in this Section 11.1(a). All representations and warranties (as well as covenants and obligations to be performed prior to the Closing Date) of the parties in this Agreement, the Escrow Agreement, the Investment Agreement and the Registration Rights Agreement shall terminate and have no further force or effect on the Indemnification Termination Date, unless earlier terminated pursuant to Section 10.1; PROVIDED, HOWEVER, that any representation or warranty made herein or in the Escrow Agreement, the Investment Agreement or the Registration Rights Agreement, (i) the Closing breach of which resulted from the commission of fraud or an intentional misrepresentation or omission by a Selling Stockholder or (ii) which a Selling Stockholder knew was false when made (each such Selling Stockholder referred to in clause (i) and (ii) any sale above, shall be referred to herein as a "RESPONSIBLE STOCKHOLDER"), shall, solely with respect to such Responsible Stockholder and in connection with such Responsible Stockholder's indemnification obligations under Section 11 hereof, terminate and have no further force or other disposition of any or all effect on the second anniversary of the Target Shares by Closing Date, and any covenants or obligations under this Agreement or any of the Purchaserother Transactional Agreements to be performed after the Closing shall survive the Closing as required for the completion of such covenants or obligations.
(b) The representations, warranties, covenants and obligations of each party the respective parties, and the rights and remedies that may be exercised by any of them, shall survive not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by, or the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period parties or any of twelve their respective representatives.
(12c) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties although each statement or other item of information set forth in Sections 2.1the Company Disclosure Schedule qualifies the specific representation and warranty to which such information refers, 2.4all such statements and other items of information set forth in the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in this Agreement.
(d) The representations, 2.7 warranties, covenants and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections obligations of the Target Disclosure Schedule Company or the Selling Stockholders in this Agreement or any other Transactional Agreement (other than the Employment and Non-Competition Agreements) are made to Purchaser and for the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice benefit of each Indemnitee (as defined in Section 11.2(a) below) relating to any representation or warranty set forth in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.
Appears in 1 contract
Samples: Merger Agreement (Xoom Inc)
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to the Parties contained in this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. Except as set forth in Section 10.1(c) and except in the event of fraud or intentional misrepresentation, all of said representations, warranties, pre-closing covenants and pre-closing obligations shall remain in full force and effect and shall survive for a period of one year following the Closing Date and all post-closing covenants and post-closing obligations shall remain in full force and effect and shall survive indefinitely.
(b) The representations, warranties, covenants and obligations of each party the Seller, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve their Representatives.
(12c) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if If a Claim Notice (as defined below) relating to any representation Breach or warranty set forth in alleged Breach of any representation, warranty, covenant or obligation of said Sections the Seller is given to the party required to provide indemnification pursuant to this Section 7 Seller on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b10.1(c), each and every claim asserted in such representation or warranty Claim Notice (including any indemnification claim asserted by any Indemnitee under Section 10.2) shall not so expiresurvive the one year period as set forth in Section 10.1(a), but rather shall remain in full force and effect until such time as each and every such claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties heretoSeller and the Purchaser, in the case of arbitration pursuant to the Escrow Agreement, by means of the final decision of the arbitrator, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.
(d) For purposes of this Agreement, a "CLAIM NOTICE" relating to a particular Breach of representation, warranty, covenant or obligation or other matter for which an Indemnitee is entitled to indemnification, compensation or reimbursement pursuant to Section 10.2 shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation, warranty, covenant or obligation or that such Indemnitee is otherwise entitled to indemnification, compensation or reimbursement pursuant to Section 10.2 and containing (i) a description with reasonable detail of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach or other matter for which an Indemnitee is entitled to indemnification, compensation or reimbursement pursuant to Section 10.2, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result thereof.
(e) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.
Appears in 1 contract
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser.
(b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants or obligations to be performed after Agreement (including the Closing shall survive and continue indefinitely. All other representations and warranties incorporated herein pursuant to Section 2.6) and related sections in the Redemption Agreement shall survive (without limitation): (i) the Closing and the sale of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior Securities to the Closing Investors, (ii) the sale by Maxtor of shares in the Company to the Company; and (iii) the sale or dissolution of any party to this Agreement or the Redemption Agreement, and (except for those set forth in Sections 2.1, 3.1, 3.3, 3.14, 3.17, 3.21 and 5.7 of the Redemption Agreement and incorporated in this Agreement) shall survive expire on the second anniversary of the Closing for a period of twelve (12) months after the date of the Closing, except that the Date. Those representations and warranties set forth in Sections 2.17 3.14 and 2.20 3.17 of the Redemption Agreement shall survive the Closing until 30 days after the expiration of the applicable statute of limitations applicable to claims against any Target Company. For purposes of this Agreementperiod, and the "Specified Representations" shall mean the representations representations, warranties, covenants and warranties obligations set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 3.3, 3.21 and 3.13 and the related sections 5.7 of the Target Disclosure Schedule and Redemption Agreement shall survive for an unlimited period of time. No Indemnitee shall be entitled to indemnification resulting from the Purchaser Disclosure ScheduleBreach of a representation, as applicable. warranty, covenant or obligation of Maxtor unless Maxtor has received during the applicable survival period a Claim Notice.
(b) Notwithstanding anything to the contrary hereinforegoing, if a Claim Notice (as defined below) relating to any representation representation, warranty, covenant or warranty set forth in any of said Sections obligation is given to the party required to provide indemnification pursuant to this Section 7 Maxtor on or prior to the first second anniversary of the Closing DateDate (or such longer survival period as applicable), then, notwithstanding anything to the contrary contained in this Section 7.1(b7.1(a), such representation or warranty shall not so expireexpire solely with respect to such claim, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of specifically set forth in such representation or warranty Claim Notice has been fully and finally resolved, either by means of a written settlement agreement executed by on behalf of Maxtor and the parties hereto, Company or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.
(c) For purposes of this Agreement and the Redemption Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to Maxtor a written notice stating that such Indemnitee believes that there is or has been a possible Breach of a representation or warranty and containing (i) a brief description, providing reasonable detail, of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential c that have arisen and may arise as a direct or indirect result of such possible Breach.
(d) For purposes of this Agreement, each representation, warranty covenant or obligation of Maxtor in the Redemption Agreement and each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule (to the extent such update is accepted by the Investors as contemplated by Section 5.3 of the Redemption Agreement) shall be deemed to be a representation, warranty, covenant or obligation of Maxtor in this Agreement.
(e) Promptly after any Indemnitee (A) receives notice of any claim or Damages or the commencement of any action or proceedings against it, (B) has knowledge of any claim, Damages, action or proceeding against it, or (C) has knowledge of any matter or Damages for which it intends to seek indemnification hereunder, such Indemnitee shall, if a claim for reimbursement with respect thereto is to be made against Maxtor hereunder, give to Maxtor a Claim Notice relating to the possible Breach or the commencement of the action or proceeding; provided, however, that failure to give such notification shall not affect the indemnification hereunder except to the extent that Maxtor (X) is unable to defend or verify such claim solely as a result of such failure to notify or (Y) is required to pay a greater amount or incurs additional expense with respect thereto solely as a result of such failure to notify and then only to the extent of such excess.
Appears in 1 contract
Samples: Recapitalization Agreement (International Manufacturing Services Inc)
Survival of Representations and Covenants. (a) Subject to the provisions of Section 7.1(b), the The representations, warranties, covenants and obligations of each party to this Agreement shall survive: survive (without limitation): (i) the Closing and the sale of the Shares to the Purchaser; (ii) any sale or other disposition of any or all of the Target Shares by the Purchaser; and (iii) any Acquisition Transaction effected by or otherwise involving the Purchaser or Intec. Except as provided in SECTION 10.1(b) and except for SECTIONS 10.3 THROUGH 10.12 and SECTION 11 hereof, all of said representations, warranties, covenants and obligations shall remain in full force and effect and shall survive for a period from the date hereof until the earlier of the date that the first post-Closing audit of MTNV that includes Intec is released to the public (the "AUDIT DATE") or November 17, 2001 (the earlier date being the "ESCROW TERMINATION DATE").
(b) The representations and warranties of the Selling Stockholders contained in SECTION 2.29, and the covenants and obligations of the Purchaser and the Selling Stockholders pursuant to SECTIONS 4.1, 4.2, 5.1, 5.2, hereof (and the indemnification obligations set forth in SECTION 10.2 relating thereto), shall survive for a period of three (3) years from the Closing Date.
(c) The representations, warranties, covenants and obligations of each party the Selling Stockholders, and the rights and remedies that may be exercised by the Indemnitees, shall survive the Closing to the extent provided in this Section 7.1(b). The Specified Representations and covenants not be limited or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Target Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period Indemnitees or any of twelve their Representatives.
(12d) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against any Target Company. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties each statement or other item of information set forth in Sections 2.1, 2.4, 2.7 and 6.5 and Sections 3.1, 3.6 and 3.13 and the related sections of the Target Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Purchaser Disclosure Schedule, as applicable. Selling Stockholders in this Agreement.
(e) Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth claim for indemnification under this Agreement which is made in any of said Sections is given to the party required to provide indemnification pursuant to this Section 7 on or good faith and in writing prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 7.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach expiration of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.claim on
Appears in 1 contract
