Survival of Representations and Warranties and Indemnification Obligations. The representations and warranties made by the parties in this Agreement, the Seller’s indemnification obligations pursuant to Section 8.01(a)(i), and the Purchaser’s indemnification obligations pursuant to Section 8.01(b)(i), will survive the execution and delivery hereof and the Closing hereunder until the date that is eighteen (18) months following the Closing Date, after which date they will terminate and no further claims in respect thereof may be made; provided, however, that: (a) the representations and warranties set forth in Section 2.101 (Tax Matters), Section 2.12 (Personnel; Company Employee Plans), and Section 2.15 (Environmental, collectively, the “Statutory Representations”) will survive the execution and delivery hereof and the Closing hereunder until the date that is thirty (30) days following the applicable statute of limitations; (b) the representations and warranties set forth in Section 2.01 (Organization and Qualification), Section 2.02 (Authority; Binding Effect), Section 2.05 (Capitalization), Section 2.23 (Affiliate Transactions), Section 2.24 (Brokers), Section 2.25 (Absence of Certain Practices), and Section 3.01 (Status) (collectively, the “Fundamental Representations”), and the Seller’s indemnification obligations with respect thereto will survive indefinitely; (c) any indemnification liabilities of a party based on Section 8.01(a)(iii)–Section 8.01(a)(iv), Section 8.03, or Article IX, or based on Fraud or Criminal Acts on the part of such party (and, in the case of the Sellers, on the part of the Company prior to the Closing), will survive indefinitely; and (d) each covenant and agreement contained in this Agreement or in any of the Transaction Documents, the Sellers’ indemnification obligations pursuant to Section 8.01(a)(ii), and the Purchaser’s indemnification obligations pursuant to Section 8.01(b)(ii), will survive the execution and delivery hereof and the Closing hereunder until such covenant or agreement has been fully performed. Notwithstanding the foregoing, if, prior to the expiration of any survival period, a party has been notified by another party in writing of a good faith claim for indemnification in accordance with this Agreement and such claim has not been finally resolved before the expiration of the applicable survival period, any representation, warranty, covenant or agreement that is the basis for such claim will continue to survive and will remain a basis for indemnity as to such claim until such claim is...
Survival of Representations and Warranties and Indemnification Obligations. The representations and warranties set forth in Articles 3 and 4 shall survive the Closing; provided, however, that the indemnity and other obligations of the Principal Shareholder arising under Section 10.1 shall survive the Closing for a period of twelve (12) months and thereupon shall terminate, unless a Claims Notice shall have been delivered with respect thereto within such period; and provided, further, that (a) the indemnity and other obligations of all the Shareholders arising in connection with any Misconduct or breach or nonperformance of any Absolute Obligations under Section 10.2 or any of their respective post-termination or post-Closing covenants, and (b) the indemnity and other obligations of WCI arising in connection with any Misconduct or breach or nonperformance of any of its representations or warranties or post-termination or post-Closing covenants shall survive the Closing for the period of the applicable statute of limitations, unless in each such case a Claims Notice shall have been delivered with respect thereto within such period. For the avoidance of doubt, no obligation of an Indemnifying Party to indemnify and hold harmless an Indemnitee hereunder shall terminate with respect to any matter as to which the Indemnitee shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnitee.
Survival of Representations and Warranties and Indemnification Obligations. (a) All statements contained in Articles III and IV of this Agreement, the Disclosure Schedule or in any certificate delivered by or on behalf of the parties pursuant to Section 8.1 of this Agreement shall be deemed to be representations and warranties by the parties hereunder. The representations and warranties of the parties contained herein shall survive the Closing Date until the ****** day after the Closing Date; provided, however, that the representations and warranties of the Seller and the Principal Stockholder contained in Sections 3.1, 3.2, 3.3, 3.12, 3.13, 3.14, 3.15, 3.17, 3.18, 3.20, 3.22, 3.23 and 3.27 of this Agreement and the representations and warranties of Parent, DIS and Purchaser contained in Sections 4.1 and 4.2 of this Agreement shall survive until sixty (60) days after the expiration of the applicable statutes of limitation (including any extensions thereof) with respect thereto (each such applicable date, the “Expiration Date”). The right to indemnification or other remedy based on the representations, warranties, covenants and agreements herein 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 or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. Without limiting the foregoing, nothing disclosed on the Disclosure Schedule shall in any way affect the Purchaser’s right to indemnification under Sections 9.2(a)(ii) through (vii) hereof. If written notice of a claim meeting the requirements of Section 9.3 below has been given prior to the Expiration Date by a party in whose favor such representations and warranties were made, then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved.
Survival of Representations and Warranties and Indemnification Obligations. The representations and warranties of the parties contained in this Agreement and in any certificate, Exhibit or Schedule delivered pursuant hereto, or in any other writing delivered pursuant to the provisions of this Agreement, other than the Equity Purchase Agreement, the liability of the party making such representations and warranties for breaches thereof, and the indemnification obligations of the Shareholders under Section 10.1, shall survive the Closing and expire on the later of the third (3rd) anniversary of the Closing Date or, as to any Claim for which a Claims Notice was given before such date, the final resolution of such Claim, except in the case of any Claim related to, based on or arising in connection with any fraud or Misconduct or any breach or non-performance of any Absolute Obligations as to which such liabilities and indemnification obligations shall expire thirty (30) days following the expiration of the applicable statute of limitations (irrespective of the date of discovery). The parties hereto in executing and delivering and in carrying out the provisions of this Agreement are relying solely on the representations, warranties, Schedules, Exhibits, agreements and covenants contained in this Agreement, or in any writing or document delivered pursuant to the provisions of this Agreement, and not upon any representation, warranty, agreement, promise or information, written or oral, made by any person other than as specifically set forth herein or therein.
Survival of Representations and Warranties and Indemnification Obligations. All representations and warranties of each party contained in this Agreement and the indemnification obligations of each party pursuant to this Article VIII will remain operative and in full force and effect, regardless of any investigation made by or on behalf of any of the parties to this Agreement, throughout the duration of the Escrow Period; provided, however, that (i) any Buyer Indemnified Person (as defined below) shall be entitled to seek recovery, until the expiration of the applicable statute of limitations, for any claim for recovery of Damages (as defined below) for fraud, willful misrepresentation or willful misconduct on the part of Seller, for any breach of the representations and warranties of Seller contained in Sections 3.1, 3.2 and 3.5 hereof and for indemnification pursuant to Section 8.2(b) hereof (collectively, the “Extended Indemnification Obligations”) and (ii) any Seller Indemnified Person (as defined below) shall be entitled to seek recovery, until the expiration of the applicable statute of limitations, for any claim for recovery of Damages (as defined below) for fraud, willful misrepresentation or willful misconduct on the part of Buyer, for any breach of the representations and warranties of Buyer contained in Sections 4.1 and 4.2 hereof and for indemnification pursuant to Section 8.3(b) hereof (collectively, the “Buyer Extended Indemnification Obligations”). “Damages” means any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, Liabilities and expenses, including reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees, court or arbitration costs and expenses of investigation and defense relating to such claim. Buyer and its officers, directors, agents, representatives, stockholders, employees and affiliates are referred to herein, individually, as a “Buyer Indemnified Person” and, collectively, as “Buyer Indemnified Persons”. Seller and its respective officers, directors, agents, representatives, stockholders, employees and affiliates are referred to herein, individually, as a “Seller Indemnified Person” and, collectively, as “Seller Indemnified Persons”.
