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

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the representations and warranties set forth in Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) shall survive the Closing Time until the expiration of the period ending for the applicable statute of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing pursuant to this Agreement prior to the end of the applicable survival period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolved.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All (a) The representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) by of the parties shall terminate on survive until the date which that is 90 days eighteen (18) months following the completion Closing Date, provided that the Sellers’ Fundamental Warranties and the Purchaser’s Fundamental Warranties shall survive until the expiration of the audited consolidated financial statements applicable statute of Coronado for the year ending December 31limitations, 2010and provided, except further, that survival of the representations and warranties set forth in Section 3.1 (Organization and Good Standing3.15 shall be governed by Section 5.9(j); . Except as provided in Section 3.2 (Corporate Authority and Enforceability5.9(j), Section 3.3 (Capitalization), Section 3.12 (Brokers the covenants and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) agreements contained in this Agreement shall survive the Closing Effective Time until fully performed in accordance with their respective terms, provided that the expiration of the period ending for the applicable statute of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth covenants and agreements contained in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing pursuant to this Agreement that by their terms apply or are to be performed entirely prior to the Effective Time shall only survive until the end of the applicable survival periodperiod specified in the immediately preceding sentence. Notwithstanding the preceding sentences, any such representation breach of representation, warranty, covenant or warranty that agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate shall be deemed if (and to survive solely with respect the extent) prior to such matter time notice of the breach giving rise to such right of indemnity shall have been given in accordance with this Section 8.1 to the party against whom indemnity is sought, in which case such breach shall survive until final resolution of such matter is resolved.claim (or, if earlier, the latest date permitted by applicable Law). (b) Effective at and after the Closing and subject to the other provisions of this Section 8.1, Seller Holdco hereby agrees to indemnify Purchaser and its Affiliates (including the Bank and the Transferred Subsidiaries) and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) against and agrees to hold each of them harmless from, and reimburse any Purchaser Indemnified Party for, any and all Losses suffered by a Purchaser Indemnified Party as a result of or relating to: (i) any breach or inaccuracy of any Sellers’ Fundamental Warranty or the certificate delivered at Closing in respect thereof determined without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein; (ii) any breach or inaccuracy of any representation and warranty made by Sellers set forth in this Agreement or the certificate delivered at Closing in respect thereof (other than the Sellers’ Fundamental Warranties and the representations and warranties set forth in Section 3.15 (which matters are addressed in Section 5.9)) without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein (other than in Section 3.6(f));

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding All representations and warranties contained herein or made in writing by any Party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any Party or on its behalf) as follows: (a) the representations and warranties in Section 6.1 (Organization), Section 6.2 (Equity Securities and Related Matters), Section 6.3 (Subsidiaries; Investments) Section 6.4 (Authorization), Section 6.5 (No Contravention), Section 6.10 (Governmental and Regulatory Proceedings), Section 6.11 (Agreements and Regulatory Agencies), Section 6.13 (No Restrictions), Section 6.32 (Brokerage), Section 7.1 (Organization, Power and Authority) and Section 7.2 (Authorization) shall not terminate; (b) the representations and warranties contained in Section 6.17 (Tax Matters) and Section 6.20 (ERISA) shall terminate after the expiration of the applicable statutes of limitations with respect to the liabilities in question (after giving effect to any extensions or waivers thereof), plus thirty (30) days (the representations and warranties described in clauses (a) and (b) of this Section 8.6 collectively, the “Fundamental Representations and Warranties”); and (c) all other representations and warranties contained herein shall survive until the (30) days after the delivery to Purchasers of the audited financials for fiscal year 2013; provided that any representation or warranty in respect of which indemnity may be sought under this Section 8.6 and the indemnity with respect thereto shall survive the time at which it would otherwise terminate pursuant to the foregoing if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or alleged right of either Party indemnity shall have been given to investigate the affairs Corporation prior to such time. In consideration of the other party Purchasers’ execution and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants delivery of this Agreement and agreements purchase of the other Parties Series C Preferred, the Corporation shall indemnify, pay and defend the Indemnitees and hold each of them harmless against and pay on behalf of or reimburse such Indemnitees for any Losses which any such Indemnitee may suffer, sustain or become subject to as a result of or arising out of (x) any breach by the Corporation or any Subsidiary of any of their respective covenants or agreements contained in this Agreement or in any document delivered to one of the Schedules or Exhibits hereto, and (y) any breach by the other Corporation or any Subsidiary of any of their representations or warranties contained in this Agreement or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (Schedules or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, Exhibits hereto; provided that, other than with respect to any breach of the representations and warranties made herein contained in Sections 6.1, 6.2, 6.3, and 6.4, (i) the Indemnitees shall not be entitled to an indemnity from the Corporation pursuant to this clause (y) until the aggregate amount of Losses hereunder exceeds $500,000 in the aggregate (the “Deductible Amount”), in which case the Indemnitees shall be entitled to indemnification for Losses hereunder from the first dollar, and (ii) the Indemnitees shall not be entitled to indemnification for Losses pursuant to this clause (y) in the aggregate in excess of $30,000,000 (the “Cap”), which Cap will be the maximum aggregate liability of the Corporation for all Losses incurred by the Purchasers and any other Persons arising pursuant to or in such certificatesconnection with this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the Deductible Amount and the Cap shall not apply to (i) by the parties shall terminate on the date which is 90 days following the completion Corporation’s indemnification obligation for breaches of the audited consolidated financial statements any of Coronado for the year ending December 31, 2010, except that the representations and warranties set forth contained in Section 3.1 (Organization Sections 6.1, 6.2, 6.3, and Good Standing); Section 3.2 (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) shall survive the Closing Time until the expiration of the period ending for the applicable statute of limitations. Notwithstanding the foregoing, if written notice of 6.4 or to any matter setting forth in reasonable detail a claim for a breach of any representation covenants, and (ii) any Party’s rights to maintain or warranty is given to Vampt recover any amounts in writing connection with any action or claim based upon fraud or intentional misrepresentation. In the event that the Purchasers make an indemnification claim pursuant to this Agreement prior to Section 8.6, the end of the applicable survival period, any such representation or warranty that would otherwise terminate Purchasers shall be deemed to survive solely have suffered Losses with respect to such matter until claim pro-rata based on the number of Series C Preferred shares held by each Purchaser on the date such matter is resolvedLosses were incurred and any amounts payable by any Party with respect thereto shall be paid to each Purchaser on such pro-rata basis.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right Survival of either Party Representations, Warranties and Covenants. The parties, intending to investigate contractually shorten the affairs applicable statute of the other party and its Shareholderslimitations, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except hereby agree that the representations and warranties set forth of the Company and the Founders contained in Section 3.1 Article II of this Agreement, or in any certificate or other instrument delivered by the Company and the Founders pursuant to this Agreement (Organization the “Certificates”), and Good Standingof the Company Stockholders contained in Article III of this Agreement shall expire twelve (12) months following the Closing Date (the date of expiration of such twelve (12) month period, the “Survival Date”); Section 3.2 (Corporate Authority and Enforceability)provided, Section 3.3 (Capitalization)however, Section 3.12 (Brokers and Finder)that, Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) shall survive in the Closing Time until event of fraud or the expiration of the period ending for the applicable statute of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth in reasonable detail a claim for a willful breach of any representation or warranty is given to Vampt of the Company, the Founders, the Company Stockholders contained in writing this Agreement or the Certificates, such representation or warranty shall survive without limitation; provided further, that (i) the representations and warranties of the Company and the Founders contained in Section 2.10 (Tax Matters) shall survive until sixty (60) days after the expiration of the statute time-bar under NZ Tax Law or applicable statutes of limitations, as applicable, (ii) the representations and warranties of the Company and the Founders contained in Section 2.13 (Intellectual Property) shall survive until second anniversary of the Closing Date, and (iii) the representations and warranties of the Company and the Founders contained in Section 2.1(a) (Organization of the Acquired Entities), Section 2.3 (Company Capital Structure), Section 2.4 (Authority and Enforceability), and Section 3.1 (Ownership of Company Shares) (such representations and warranties of the Company described in clauses (i), (ii) and (iii) above, the “Surviving Representations”) shall survive without limitation; provided further, that the covenants of the Company and the Founders shall survive without limitation. The representations and warranties of Parent and Buyer contained in this Agreement and in any certificate or other instrument delivered pursuant to this Agreement prior shall terminate at the Closing. In the event an Officer’s Certificate asserting a breach of a representation or warranty is delivered before the date on which such representation or warranty ceases to survive (in the end case of the representations and warranties that survive until the Survival Date, which survival period is not being extended beyond the Survival Date by this parenthetical, such delivery may be made before 5:00 p.m., local time at Buyer’s corporate headquarters in California, on the date that is fifteen (15) days after the Survival Date (the “Escrow Release Time”)), then the claims arising in connection with such Officer’s Certificate shall survive for the benefit of all Parent Indemnified Parties beyond the expiration of the applicable survival period, any period for such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolvedwarranty.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding 6.1 Survival of Representations and Warranties Company’s and Sole Shareholder’s representations and warranties (each as modified by the Company Disclosure Schedule) set forth in Sections 2.1, 2.2, 2.4, and 3.8 and the corresponding obligations under Section 6.2(a) shall survive the Merger and any right applicable statute of either Party to investigate limitations; (ii) Company’s and Sole Shareholder’s representations and warranties (each as modified by the affairs Company Disclosure Schedule) set forth in Sections 2.9, and 2.23 and the corresponding obligations under Section 6.2(a) shall survive the Merger and continue until 11:59 p.m. Delaware time thirty (30) days after the last day of the relevant time period set forth in the appropriate statute of limitations, at which point such representations and warranties and obligations shall terminate; (iii) all other party representations and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants warranties of Company and agreements of the other Parties contained Sole Shareholder in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be instrument delivered pursuant to Sections 5.1 and 5.2 hereof) this Agreement (each as modified by the parties to this Agreement Company Disclosure Schedule) and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, corresponding obligations in Section 6.2(a) shall survive the Effective Time, provided, that, Merger and continue until the representations and warranties made herein (or in such certificates) by the parties shall terminate 11:59 p.m. Delaware time on the date which is 90 days eighteen (18) months following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the Effective Time at which point such representations and warranties and obligations shall terminate; (iv) Parent’s and Merger Sub’s representations and warranties (each as modified by the Parent Disclosure Schedule) set forth in Sections 4.1, 4.2, and 4.3 and the corresponding obligations under Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders6.2(b) shall survive the Closing Time until the expiration of the period ending for the Merger and any applicable statute of limitations. Notwithstanding the foregoing; and, if written notice (v) all other representations and warranties of Parent and Merger Sub in this Agreement or in any matter setting forth in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing instrument delivered pursuant to this Agreement prior to (each as modified by the end Parent Disclosure Schedule) and the corresponding obligations under Section 6.2(b) shall survive the Merger and continue until the 11:59 p.m. Delaware time on the date which is eighteen (18) months following the Effective Time at which point such representations and warranties and obligations shall terminate. The obligations of the applicable survival period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely parties hereunder with respect to such matter their respective covenants and agreements contained herein shall continue until such matter is resolvedcovenants and agreements have been performed.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon All representations, warranties, covenants warranties and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the representations and warranties set forth in Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) shall survive the Closing Time until the expiration of the period ending for the applicable statute of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth in reasonable detail a claim for a breach period of six (6) months, notwithstanding any investigation conducted with respect thereto; however, a party shall have no liability with respect to a representation and warranty, or an agreement to be performed or complied with prior to the Closing Date, to the extent that the inaccuracy of such representation and warranty is given or the failure to Vampt perform and comply with such agreement was not intentional and was disclosed in writing a schedule delivered pursuant to this Agreement prior Agreement. Both the Company and DRGR agree to hold each other harmless on any act either performs other than acts of gross negligence, malfeasance, fraud, theft in their efforts to perform under this Agreement. DRGR and its Chairman/Chief Executive Officer asserts and indemnifies that DRGR has no pending litigation or disputes of any kind that could ultimately result in litigation. Furthermore, each of the respective parties have conducted, or will conduct, and are relying solely on their own independent research, investigation and due diligence of each other, the Company, DRGR, and the merits of the proposed transaction set forth herein. All the parties hereto, and their individual representatives, agents, and officers release and hold harmless Xxxxx X. Xxxxxx, P.A. and Xxxxx X. Xxxxxx, Esquire, and acknowledge that he and his firm have provided no advice or legal opinions to either side regarding the merits of the transaction, or legal issues involving securities or transactional law. The parties herein have been advised of the recommendation to hire respective securities counsel to properly advise them of their rights, responsibilities, obligations, and ramifications pursuant to the end of the applicable survival period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolvedtransaction contemplated within this Agreement.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right 13.1 Survival of either Party to investigate the affairs Representations, Warranties, Covenants and Agreements. The representations and warranties of the other party AT&T Parties, the Comcast Parties and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other AOLTW Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be certificate delivered pursuant to Sections 5.1 and 5.2 hereofhereto will survive Closing for a period of 12 months after the Closing; provided that notwithstanding the foregoing (i) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, none of the representations and warranties made herein contained in Section 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.17, 5.18, 5.19, 5.20, 5.21 or 5.22 shall survive Table of Contents the Closing; (or in such certificatesii) by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that all representations and warranties with respect to any Taxes (including the representations and warranties set forth in Section 3.1 Sections 3.8 and 5.6) (Organization other than the representations and Good Standing); Section 3.2 (Corporate Authority and Enforceabilitywarranties in Sections 3.8(a), Section 3.3 (Capitalizationb), Section 3.12 (Brokers and Finderc), Section 4.1 (Organization and Good Standingd), Section 4.2 (Corporate Authority and Enforceabilitye), Section 4.3 (Capitalization), Section 4.6 (Taxesf) and Section 4.14 (Brokers and Findersg) shall which will not survive the Closing Time and other than the representations and warranties contained in Section 5.33 that are not related to Income Taxes which will survive for a period of 12 months after the Closing), Environmental Law or ERISA matters will survive until 60 days after the expiration of the period ending for the applicable statute of limitationslimitations (including any extensions) for such Taxes, Environmental Law or ERISA matters, respectively; and (iii) the representations and warranties contained in Section 3.7 shall survive in perpetuity. Notwithstanding The periods of survival of the foregoingrepresentations and warranties prescribed by this Section 13.1 are referred to as the “Survival Period.” Liabilities under representations and warranties contained in this Agreement will expire as of the expiration of the applicable Survival Period; provided, if written notice of any matter setting forth in reasonable detail a claim for a breach of however, that such expiration will not include, extend or apply to any representation or warranty is warranty, the breach of which has been asserted in a written notice in accordance with Section 15.1 before such expiration or about which proper notice has been given before such expiration, identifying with specificity any facts or conditions that exist which, with the passage of time or otherwise, could reasonably be expected to Vampt result in writing pursuant to a breach (and describing such potential breach in reasonable detail). The covenants and agreements in this Agreement prior to will survive the end of the applicable survival period, any such Closing and will continue in full force and effect without limitation. Any representation or warranty that would otherwise terminate which, pursuant hereto, does not survive the Closing shall be deemed from and after the Closing null and void and of no further force or effect, to survive solely with respect to the same extent as if never made hereunder. The parties expressly agree that the sole purpose of such matter until such matter is resolvedrepresentation and warranty ceases upon the Closing.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon (a) All representations, warranties, agreements, covenants and agreements obligations made or undertaken by Seller and Andrxxx xx this Agreement are, whether specified as such or not, the joint and several representations, warranties, agreements, covenants and obligations of Seller and Andrxxx, xxless otherwise specifically indicated to the contrary herein with respect to a particular representation, warranty, agreement, covenant or obligation; are material, have been relied upon by Buyer, shall survive the Closing hereunder, and shall not merge in the performance of any obligation by any party hereto; and, as to the representations and warranties, shall terminate or expire on the fifth (5th) anniversary of the Closing Date, provided that such representations and warranties shall not terminate or expire, but shall continue, during the pendency of any suit, action, claim or other Parties contained proceeding brought in this Agreement respect of such representations and warranties prior to the termination or in any document delivered to one by expiration of such five (5) year period. Notwithstanding the other or any of their representativesabove, in connection with the transactions contemplated by this Agreement. All all representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 by Seller and 5.2 hereof) by the parties to Andrxxx xx this Agreement that in any manner relate to (1) tax matters, (2) environmental matters, and their respective obligations(3) title matters, or as to the terms and performance of this Agreement (collectively, the "Special Matters"), or any of the foregoing, shall terminate or expire only upon the termination or expiration of all applicable statutes of limitation. All representations, warranties, agreements, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties obligations made herein (or undertaken by Buyer in such certificates) by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the representations and warranties set forth in Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) this Agreement shall survive the Closing Time until hereunder, and shall not merge in the expiration performance of any obligation by any party hereto; and, as to the representations and warranties, shall terminate or expire on the fifth (Th) anniversary of the period ending for Closing Date, provided that such representations and warranties shall not terminate or expire, but shall continue, during the applicable statute of limitations. Notwithstanding the foregoing, if written notice pendency of any matter setting forth suit, action, claim or other proceeding brought in reasonable detail a claim for a breach respect of any representation or warranty is given to Vampt in writing pursuant to this Agreement such representations and warranties prior to the end termination or expiration of the applicable survival such five (5) year period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolved.

Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right Section 10.1Survival. Subject to the limitations and other provisions of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or of the Parties hereto, and the right of a party hereto to bring an indemnifiable claim under this Article X in such certificates) by respect of any breach thereof, shall survive the parties Closing and shall terminate on remain in full force and effect until the date which that is 90 days [***] following the completion Closing (the “General Indemnity Expiration Date”); provided that (i) the right of Purchaser to bring a claim in respect of the audited consolidated financial statements representations of Coronado Seller in Section 5.10 shall survive the Closing and shall remain in full force and effect until the date that is [***] following the Closing and (ii) the right of Purchaser and Seller to bring a claim in respect of the Seller Fundamental Representations and the Purchaser Fundamental Representations, respectively, will survive until the Fundamental Claim Expiration Date, taking into account any extensions or waivers thereof. Except to the extent expressly provided herein, no claim for breach of representation or warranty may be brought by any party after such applicable survival period set forth in the year ending December 31preceding sentence. The covenants, 2010, except that the representations agreements and warranties obligations set forth in Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability“Fundamental Obligations”), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) the right of the Seller Indemnified Parties to bring an indemnifiable claim under this Article X in respect of any breach thereof shall survive the Closing Time until and shall remain in full force and effect the expiration of date that such covenants, agreements and obligations are fully performed. The Parties acknowledge that the period ending time periods set forth in this Article X for the applicable statute assertion of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing pursuant to claims under this Agreement prior are the result of arm’s length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the end of the applicable survival period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolvedParties.