Common use of Survival of Representations and Warranties and Indemnification Clause in Contracts

Survival of Representations and Warranties and Indemnification. 8.1 Survival of Representations and Warranties of Seller. All representations, warranties, agreements, covenants and obligations made or undertaken by Seller in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and shall survive the Closing hereunder, subject to the limitations set forth in Section 8.4 to the extent applicable, and shall not merge in the performance of any obligation by any party hereto. Subject to the limitations set forth in this Article 8, Seller agrees from and after Closing to indemnify and hold Purchaser or any of Purchaser's Affiliates, including the Company Entities, and their respective successors and assigns, harmless from and against all liability, loss, damages or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) (collectively, "DAMAGES") suffered or incurred by Purchaser or any of Purchaser's Affiliates, including any of the Company Entities, and their respective successors or assigns arising from, resulting from or relating to: 8.1.1 any misrepresentation by, or breach of any covenant, agreement or warranty, of Seller contained in this Agreement or the Related Agreements or any certificate, schedule, document or instrument furnished by Seller pursuant thereto; or 8.1.2 (i) the business or operations of the Company Entities on or prior to the Closing Date whether or not disclosed on the Schedules hereto, except as and to the extent taken into account in calculating Working Capital as of the Adjustment Time; or (ii) liabilities or obligations of the Company Entities attributable to acts or omissions, or the business or operations, of Seller or any of its Affiliates (other than the Company Entities); and in the case of either clause (i) or (ii) irrespective of when any claim, suit, action, proceeding or investigation in respect of such matters is asserted or made. It is understood and agreed by Seller that since the Acquired Company will be owned by Purchaser following the Closing, any recovery by Purchaser hereunder after Closing will be against Seller, who will have no right of reimbursement or contribution against the Acquired Company or any of the other Company Entities. Any examination, inspection or audit of the assets or business of the Company Entities conducted pursuant to this Agreement shall in no way limit, affect or impair the ability of Purchaser, its successors or assigns to rely upon the representations, warranties, covenants and obligations of Seller set forth herein.

Survival of Representations and Warranties and Indemnification. 8.1 7.1 Survival of Representations and Warranties of Seller. All Subject to limitations in Section 7.5, all representations, warranties, agreements, covenants and obligations made or undertaken by Seller in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and shall survive the Closing hereunder, subject to the limitations set forth in Section 8.4 to the extent applicable, hereunder and shall not merge in into the performance of any obligation by any party hereto, and will remain in full force and effect. Subject to the limitations set forth in terms of this Article 8VII, Seller hereby agrees from and after Closing to indemnify and hold Purchaser or any of Purchaser's Affiliates, including the Company Entitiesits affiliates and subsidiaries, and their respective successors and assigns, and the respective officers, employees, agents and representatives of all of the foregoing harmless from and against any and all liability, loss, actual damages, punitive or exemplary damages paid to third parties, fines, penalties, obligations, payments, costs and expenses or injury and all reasonable costs and expenses (including reasonable counsel and expert fees and costs of any suit suit, action, claim, demand, investigation, assessment, judgment, remediation, settlement or compromise related theretothereto by any Person, including without limitation, any governmental entity) (collectively, "DAMAGESLiabilities") suffered or incurred by Purchaser or any of Purchaser's Affiliates, including any of the Company Entities, its affiliates and their respective successors or assigns arising subsidiaries existing from, resulting from or relating to: 8.1.1 7.1.1 any misrepresentation bymisrepresentation, or breach of any covenant, agreement covenant or warranty, warranty of Seller contained in this Agreement Agreement, the Schedules or the Related Agreements Exhibits attached hereto or in any certificate, schedule, document certificate or other instrument furnished or to be furnished by Seller pursuant theretoat Closing hereunder; 7.1.2 any claim or debt, obligation or liability of Seller or its affiliates existing on or before the Closing Date which is not an Assumed Liability; orand, 8.1.2 7.1.3 the Assumed Liabilities except for obligations (i) under contracts disclosed to Purchaser under Section 3.1.16 (or which would have been disclosed if such agreements meet the business or operations of the Company Entities on or prior to the Closing Date whether or not disclosed on the Schedules hereto, except as and to the extent taken into account in calculating Working Capital as of the Adjustment Time; or (ii) liabilities or obligations of the Company Entities attributable to acts or omissions, or the business or operations, of Seller or any of its Affiliates (other than the Company Entities); and in the case of either clause (ithresholds for disclosure under such Section) or (ii) irrespective of when any claimshown on the Closing Statement or (iii) payable to employees under Benefit Plans, suitor (iv) arising after the Closing Date, actionor (v) arising under the Pension Plan described in Section 1.6. 7.1.4 Notwithstanding the above, proceeding or investigation in respect of such matters is asserted or made. It is understood and agreed by Seller that since the Acquired Company will be owned by Purchaser following the Closing, any recovery by Purchaser hereunder after Closing will be against Seller, who will shall have no right obligation to indemnify Purchaser for Engraph Liabilities as defined below or environmental liabilities where the liability arises solely due to change of reimbursement Environmental Law after Closing. "Environmental Laws," for purposes of this Agreement, shall mean all federal, provincial, state, local, and municipal laws, including common law, statutes, regulations, rules, orders, codes, ordinances, and by-laws that govern protection of public health, safety, or contribution against the Acquired Company environment or that regulate or create liability for "Hazardous Materials." "Hazardous Materials," for purposes of this Agreement, shall mean any hazardous substance, pollutant or contaminant, petroleum, including crude oil or any fraction thereof, or any other substance, material or waste that is regulated by or that creates liability under any Environmental Laws. "Engraph Liabilities" shall mean Liabilities attributable to an event, condition, occurrence or circumstance existing or originating prior to April 19, 1991, which is the Closing Date of the Asset Purchase Agreement ("Engraph Agreement"), dated March 19, 1991, by and among Package Products Flexible Corporation, Gravure International Corporation, and Engraph, Inc., relating to the assets, property, and business addressed by the Engraph Agreement, including, but not limited to the claim of Camden Square Associates for $44,051. In order to claim indemnification under Section 7.1.4 (in addition to other Company Entities. Any examination, inspection or audit of the assets or business of the Company Entities conducted pursuant to this Agreement shall requirements in no way limit, affect or impair the ability of Purchaser, its successors or assigns to rely upon the representations, warranties, covenants and obligations of Seller set forth herein.Section 7.3.1),

Survival of Representations and Warranties and Indemnification. 8.1 9.1 Survival of Representations and Warranties of Sellerthe Seller and the Shareholders. All representations, warranties, agreements, covenants and obligations made or undertaken by the Seller and any of the Shareholders in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and Purchaser, shall survive the Closing hereunder, subject to the limitations set forth in Section 8.4 to the extent applicable, hereunder and shall not merge in the performance of any obligation by any party hereto. Subject to The Seller and the limitations set forth in this Article 8, Seller agrees from and after Closing Shareholders agree to indemnify and hold Purchaser or any of Purchaser's Affiliates, including the Company Entities, and their respective successors and assigns, harmless from and against all liability, loss, damages damage or injury and all reasonable costs and expenses (expenses, including reasonable counsel fees and costs of any suit related thereto) thereto (collectively, "DAMAGESLosses") suffered or incurred by Purchaser or any of Purchaser's Affiliates, including any of the Company Entities, and their respective successors or assigns arising from, resulting from or relating to: 8.1.1 (i) any misrepresentation by, or breach of any covenantcovenant or warranty of, agreement either of the Seller or warranty, of Seller any Shareholder contained in this Agreement or any certificate or other instrument furnished or to be furnished by the Related Agreements Seller or any certificateShareholder hereunder, schedule, document or instrument furnished any claim by Seller pursuant thereto; or 8.1.2 a third party (iregardless of whether the claimant is ultimately successful) the business which if true would be such a misrepresentation or operations of the Company Entities on or prior to the Closing Date whether or not disclosed on the Schedules hereto, except as and to the extent taken into account in calculating Working Capital as of the Adjustment Time; breach or (ii) liabilities or obligations of the Company Entities attributable to acts or omissions, or the business or operations, of Seller or any of its Affiliates (other than the Company Entities); and in the case of either clause (i) or (ii) irrespective of when any claim, suit, action, proceeding proceeding, claim or investigation in respect of such matters is asserted (whether or made. It is understood and agreed by Seller that since not currently pending or threatened) against Purchaser, its officers, directors or shareholders arising from or related to this Agreement and/or the Acquired Company will be owned by Purchaser following the Closing, any recovery by Purchaser hereunder after Closing will be against Seller, who will have no right of reimbursement acquisition utilization or contribution against the Acquired Company or any ownership of the other Company EntitiesNet Assets. Any examination, inspection or audit of the assets properties, financial condition or business other matters of the Company Entities Seller and their businesses conducted by Purchaser pursuant to this Agreement shall in no way limit, affect or impair the ability of Purchaser, its successors or assigns Purchaser to rely upon the representations, warranties, covenants and obligations of the Seller and Shareholders set forth herein.

Survival of Representations and Warranties and Indemnification. 8.1 Survival of Representations and Warranties of Sellerthe Acquired Company, Chew and the Shareholders. All representations, warranties, agreements, covenants and obligations made or undertaken by Seller the Acquired Company, Chew and the Shareholders in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and Purchaser, shall survive the Closing hereunder, subject to the limitations set forth in Section 8.4 to the extent applicable, hereunder and shall not merge in the performance of any obligation by any party hereto. Subject Each of the Shareholders and Chew agrees to the limitations set forth in this Article 8, Seller agrees from and after Closing to shall indemnify and hold harmless Purchaser or any assignee of Purchaser's Affiliates, including Purchaser at all times after the Company Entities, and their respective successors and assigns, harmless date of this Agreement from and against all and in respect of, any liability, claim, deficiency, loss, damages damage, or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) (collectively, "DAMAGES") suffered or incurred by Purchaser or any of Purchaser's Affiliates(collectively, including any of the Company Entities, and their respective successors or assigns a "Loss") arising from, resulting from or relating to: 8.1.1 (a) any misrepresentation by, or breach of any covenantcovenant or warranty of, agreement the Acquired Company, Chew or warranty, any of Seller the Shareholders contained in this Agreement or the Related Agreements or any exhibit, certificate, schedule, document or other instrument furnished or to be furnished by Seller pursuant thereto; or 8.1.2 (i) the business or operations of the Company Entities on or prior to the Closing Date whether or not disclosed on the Schedules hereto, except as and to the extent taken into account in calculating Working Capital as of the Adjustment Time; or (ii) liabilities or obligations of the Company Entities attributable to acts or omissions, or the business or operations, of Seller or any of its Affiliates (other than the Company Entities); and in the case of either clause (i) or (ii) irrespective of when any claim, suit, action, proceeding or investigation in respect of such matters is asserted or made. It is understood and agreed by Seller that since the Acquired Company will be owned by Purchaser following the ClosingCompany, any recovery by Purchaser hereunder after Closing will be against Seller, who will have no right of reimbursement or contribution against the Acquired Company Chew or any of the Shareholders hereunder; (b) any nonfulfillment of any agreement on the part of the Acquired Company, Chew or any of the Shareholders under this Agreement or from any misrepresentation in or omission from, any certificate or other Company Entitiesinstrument furnished or to be furnished to Purchaser hereunder; (c) any claim against, or liability of, the Acquired Company, which accrued prior to the Interim Financial Statement Date to the extent not fully accrued or reserved against in the Interim Financial Statements; or (d) any matter regarding Hazardous Substances on any Real Property or regarding any applicable federal, state or local environmental laws or permits pertaining to the Real Property except to the extent any Loss therefrom is expressly disclosed either in Exhibit 3.19 hereto or in the Phase I Environmental Site Assessments issued by Xxxxxxx Environmental to Purchaser. Any examination, inspection or audit of the assets properties, financial condition or business other matters of the Acquired Company Entities and its business conducted by Purchaser pursuant to this Agreement shall in no way limit, affect or impair the ability of Purchaser, its successors or assigns Purchaser to rely upon the representations, warranties, covenants and obligations of Seller the Acquired Company, Chew and each of the Shareholders set forth herein. Since following Closing the Acquired Company will be owned by Purchaser, the parties hereto agree that any Loss suffered or incurred by the Acquired Company arising as provided for in this Section 8.1 shall be deemed a Loss suffered or incurred by Purchaser.

Survival of Representations and Warranties and Indemnification. 8.1 Survival of Representations and Warranties of SellerSURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SELLER ---------------------------------------------------- AND ADI. All representations, warranties, agreements, covenants ------- and obligations made or undertaken by Seller and ADI in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and shall survive the Closing hereunderhereunder for a period of twenty-four months from the Closing Date, subject to the limitations or for such longer period as is set forth in Section 8.4 to the extent applicable, and shall not merge in the performance of any obligation by any party hereto. Subject to the limitations set forth in this Article 8, Seller agrees from and after Closing to jointly and severally indemnify and hold Purchaser or any of Purchaser's Affiliates, including the Company EntitiesADI, and their respective successors and assigns, harmless from and against all liability, loss, damages or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) (collectively, "DAMAGES") suffered or incurred by Purchaser or any of Purchaser's Affiliates, including any of the Company EntitiesADI, and their respective successors or assigns arising from, resulting from or relating to: 8.1.1 any misrepresentation by, or breach of any covenant, agreement or warranty, of Seller or ADI contained in this Agreement or the Related Agreements or any certificate, scheduleSchedule, document or instrument furnished by Seller or ADI pursuant thereto; or 8.1.2 (i) the business or operations of the Company Entities ADI on or prior to the Closing Date whether or not except as disclosed on the Schedules hereto, except as and to the extent taken into account in calculating Working Capital as of the Adjustment Time; or (ii) liabilities or obligations of the Company Entities ADI attributable to acts or omissions, or the business or operations, of Seller or any of its Affiliates (other than the Company EntitiesADI); and in the case of either clause (i) or (ii) irrespective of when any claim, suit, action, proceeding or investigation in respect of such matters is asserted or made. It is understood and agreed by Seller that since the Acquired Company ADI will be owned by Purchaser following the Closing, any recovery by Purchaser hereunder after Closing will be against Seller, who will have no right of reimbursement or contribution against the Acquired Company or any of the other Company EntitiesADI. Any examination, inspection or audit of the assets or business of the Company Entities ADI conducted pursuant to this Agreement shall in no way limit, affect or impair the ability of Purchaser, its successors or assigns to rely upon the representations, warranties, covenants and obligations of Seller set forth herein.