Survival of Representations and Warranties Escrow. 7.1 Survival of Representations and Warranties, Indemnity.
Survival of Representations and Warranties Escrow. 45 8.1 Survival of Representations and Warranties.................................45
Survival of Representations and Warranties Escrow. 77 8.1 Survival............................................................... 77 8.2 Indemnification........................................................ 77 8.3 Escrow Arrangements; Claims for Indemnification........................ 78 8.4 Stockholder Representatives............................................ 87 8.5 Deductible; Maximum Payments; Remedy................................... 90 ARTICLE IX AMENDMENT AND WAIVER.......................................................... 92 9.1 Amendment.............................................................. 92 9.2 Extension; Waiver...................................................... 92 9.3 Termination............................................................ 92
Survival of Representations and Warranties Escrow. 7.1 Survival of Representations and Warranties All of the Company's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by the Company Schedules) shall survive the Merger and continue until 5:00 p.m., California time, on the date which is one year following the Closing Date (the "Expiration Date").
Survival of Representations and Warranties Escrow. 37 7.1 Survival of Representations and Warranties......................... 37 7.2 Escrow Arrangements................................................ 37 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER........................................ 44 8.1 Termination........................................................ 44 8.2
Survival of Representations and Warranties Escrow. 34 7.1 Survival of Representations and Warranties 34 7.2 Escrow Arrangements 34 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 40 8.1 Termination 40 8.2 Effect of Termination 41 8.3 Amendment 41 8.4 Extension; Waiver 41 ARTICLE IX GENERAL PROVISIONS 41 9.1 Notices 41 9.2 Interpretation 43 9.3 Counterparts 43 9.4 Entire Agreement; Assignment 43 -ii- TABLE OF CONTENTS (continued) Page
Survival of Representations and Warranties Escrow. 7.1 Survival of Representations and Warranties. Notwithstanding any right of Parent or the Company (whether or not exercised) to investigate the affairs of Parent or the Company (whether pursuant to Section 5.3 or otherwise) or a waiver by Parent or the Company of any condition to Closing set forth in Article VI, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement or in any instrument delivered pursuant to this Agreement. All of the representations and warranties of the Company in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger and continue until 5:00 p.m., EDT, on the date that is ten (10) months following the Closing Date (the "EXPIRATION DATE"). The covenants and agreements set forth in this Agreement and any ancillary document hereto shall not expire and shall survive indefinitely. The representations and warranties of Parent and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing.
Survival of Representations and Warranties Escrow. 6.1 Survival of Representations and Warranties. White Amber's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by Xxxxx Xxxxx Schedules) shall survive the Merger and continue until the one year anniversary of the Closing Date (the "EXPIRATION DATE").
Survival of Representations and Warranties Escrow. 8.1 Survival of Representations and Warranties All of the Company's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by the Company Schedules) shall survive the Merger and continue until 5:00 p.m.,
Survival of Representations and Warranties Escrow. 40 7.1 Survival of Representations and Warranties 40 7.2 Escrow Arrangements 40 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 48 8.1 Termination 48 8.2 Effect of Termination 49 8.3 Amendment 49 8.4 Extension; Waiver 49 -ii- TABLE OF CONTENTS (continued) Page ARTICLE IX GENERAL PROVISIONS 50 9.1 Notices 50 9.2 Interpretation 51 9.3 Counterparts 52 9.4 Entire Agreement; Assignment 52 9.5 Severability 52 9.6 Other Remedies 53 9.7 Governing Law; Forum 53 9.8 Rules of Construction 53 9.9 Specific Performance 53
