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

Survival of Representations and Warranties Indemnification. (a) The representations and warranties contained in this Agreement, and all statements contained in this Agreement, the Exhibits to this Agreement, the Disclosure Schedules and any certificate, financial statement or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement (collectively, the "ACQUISITION DOCUMENTS"), shall survive the Effective Time until the first anniversary of the Effective Time provided that the representations and warranties contained in Sections 3.01, 3.03, 3.04, 3.14 and 3.21 shall survive the applicable statute of limitations. Neither the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall be reduced by any investigation made at any time by or on behalf of another party hereto. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of the claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. (b) After the Effective Time, Parent and its affiliates (including, after the Effective Time, the Surviving Corporation), officers, directors, employees, agents, successors and assigns (collectively, the "PARENT INDEMNIFIED PARTIES") shall be indemnified and held harmless by the Individual Shareholders for any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (hereinafter, a "LOSS"), arising out of or resulting from (i) the breach of any representation, warranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss) made by the Company in the Acquisition Documents or (ii) Losses from breach of contract or other claims made by any party alleging to have had contractual or other rights relating to the Company's capital stock or 44 assets. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification pursuant to this Agreement shall not exceed the amount of the Escrow Fund.

Survival of Representations and Warranties Indemnification. (a) The None of the representations and warranties contained in this Agreement, and all statements contained in this Agreement, the Exhibits to this Agreement, the Disclosure Schedules and any certificate, financial statement or report or other document delivered pursuant to this Agreement or of Seller made in connection with the transactions contemplated by this Agreement (collectively, the "ACQUISITION DOCUMENTS"), First Tranche shall survive the Effective Time until the first anniversary First Tranche Closing and none of the Effective Time provided representations and warranties of Seller made in connection with the Second Tranche shall survive the Second Tranche Closing, except that the representations and warranties contained in Sections 3.012.1, 3.032.2, 3.042.3, 3.14 2.4 and 3.21 2.6 hereof shall survive the applicable statute Closing Date for a period of limitationsone year. Neither The representations and warranties of Buyers contained in Sections 3.1, 3.2 and 3.3 hereof shall survive the applicable Closing Date for a period of one year. Claims may be commenced under this Section 8 with respect to representations and warranties only during the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall be reduced by any investigation made at any time by or on behalf of another party hereto. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of the claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolvedtheir survival. (b) After Subject to the Effective Timeprovisions of Section 8.3, Parent Buyers hereby agree, jointly and its affiliates (includingseverally, after to indemnify and hold Seller and the Effective TimeSeller Entities harmless from, and to reimburse Seller and the Seller Entities for, on an after-Tax basis, any Seller Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the Surviving Corporation)term "Seller Indemnity Claim" shall mean any loss, officersdamage, directorsdeficiency, employeesdiminution in value, agentsclaim, successors and assigns (collectivelyliability, the "PARENT INDEMNIFIED PARTIES") shall be indemnified and held harmless by the Individual Shareholders for any and all Liabilitiesobligation, lossessuit, damagesproceeding, claimsaction, costs and expensesdemand, fee, penalty, fine, interest, awardssurcharge, judgments and penalties (cost or expense of any nature whatsoever, including, without limitation, reasonable attorneys' out-of-pocket expenses, investigation costs and consultants' fees and expensesdisbursements of counsel but net of any amounts received by Seller under any insurance (collectively, "Damages") actually suffered arising out of: (i) any inaccuracy in or incurred by them any breach of any representation and warranty of Buyers made in Sections 3.1, 3.2 and 3.3, (includingii) any breach or nonfulfillment of, without limitationor failure to perform, in connection with any action brought or otherwise initiated by any of themthe covenants, agreements or undertakings of Buyers contained in or made pursuant to the terms and conditions of this Agreement or any Related Agreement, or (iii) the Elevator Business, whether arising before, on or after the date hereof, provided, however, that (hereinafter, a "LOSS"), x) Buyers shall not have any obligation for the Taxes (including Damages arising out of such Taxes) of the Elevator Subsidiaries or resulting with respect to the Elevator Business for which Seller has agreed to indemnify Buyers pursuant to clauses (iii) and (iv) of Section 8.2(c), (y) Buyers shall have no obligation for any Damages to the extent that they arise from (i) the any breach by Seller of any representationof its obligations under Section 4.1(b), warranty or covenant and (without giving effect z) Buyers' obligations under clause (iii) of this Section 8.2(b) shall not become effective with respect to any qualification as to materiality contained therein in determining the amount Damages arising out of any Loss) made by the Company in the Acquisition Documents or (ii) Losses from breach of contract or other claims made by any party alleging to have had contractual or other rights relating to the Company's capital stock or 44 assets. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification pursuant to this Agreement shall not exceed the amount that portion of the Escrow Fund.Elevator Business to be

Survival of Representations and Warranties Indemnification. (a) 12.1 The representations and warranties contained made in this Agreement, sections 3.1 and all statements contained in this Agreement, 4.1 hereof shall survive the Exhibits to this Agreement, the Disclosure Schedules execution and any certificate, financial statement or report or other document delivered pursuant to delivery of this Agreement or in connection with and the completion of the transactions contemplated by this Agreement (collectivelyand, the "ACQUISITION DOCUMENTS"), shall survive the Effective Time until the first anniversary notwithstanding such completion or any investigation made by or on behalf of the Effective Time provided that the party to whom or in whose favour such representations and warranties contained were made, shall continue in Sections 3.01, 3.03, 3.04, 3.14 full force and 3.21 shall survive effect for the applicable statute respective benefit of limitations. Neither the party to whom or in whose favour such representations and warranties were made for a period of survival nor one year following the liability of a party hereto with respect to Closing Date, after which period the parties making such party's representations and warranties shall be reduced released from their respective obligations and liabilities hereunder, except in respect of claims made in writing prior to expiry of such period. 12.2 The representations and warranties of Kroontje made in section 3.2 hereof shall survive the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made at any time by or on behalf of another the party hereto. If written notice to whom or in whose favour such representations and warranties were made, shall continue in full force and effect for the respective benefit of the party to whom or in whose favour such representations and warranties were made for a period of six months following the Closing Date, after which period Kroontje shall be released from his obligations and liabilities hereunder, except in respect of claims made in writing prior to expiry of such period. 12.3 Notwithstanding sections 12.1 and 12.2 hereof: (a) all representations and warranties relating to taxes, tax liability or other tax matters for any period ending prior to or on the Closing Date shall survive the completion of the transactions contemplated by this Agreement for any period during which any taxing authority may make any claim has been given or assessment based on any return filed or failed to be filed, plus a period of six months, after which period Kroontje and Quarry shall be released from their respective obligations and liabilities hereunder, except in respect of claims made in writing prior to the expiration expiry of the applicable representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of the claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved.period; and (b) After any claim based on or with respect to the Effective Timeinaccuracy or non-performance or non-fulfillment or breach of any representation or warranty of Kroontje or Quarry respecting taxes, Parent tax liability or other tax matters set out herein may be brought by the Purchaser at any time if such claim is based upon any failure or omission to file a return or any misrepresentation made or fraud committed in filing a return or in supplying information under any legislation pursuant to which a tax is imposed. 12.4 The representations and warranties of the Purchaser made in section 7.1 hereof shall survive the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of the party to whom or in whose favour such representations and warranties were made, shall continue in full force and effect for the respective benefit of the party to whom or in whose favour such representations and warranties were made for a period of six months following the Closing Date, after which period the Purchaser shall be released from its obligations and liabilities hereunder, except in respect of claims made in writing prior to expiry of such period. 12.5 The covenants of the Purchaser and the Vendors shall survive the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and shall continue in full force and effect for a period of six months following the Closing Date. 12.6 Each of the Vendors agree to indemnify and save the Purchaser and its affiliates (includingshareholders, after the Effective Time, the Surviving Corporation)directors, officers, employees, agents and representatives (and the Purchaser shall be deemed to be a trustee and agent with respect thereto) harmless of and from any liability, obligation, cost, expenses, damage or loss whatsoever arising out of, under, or pursuant to: (a) any incorrectness in, or breach of, or default under, any representation or warranty or covenant of such Vendor given to the Purchaser hereunder or in any certificate or other document delivered by such Vendor pursuant hereto, subject, to the extent applicable, to the limitations set forth in sections 12.1, 12.2 and 12.3 hereof with respect thereto; (b) any assessment for taxes, interest and/or penalties of or relating to Quarry, subject, to the extent applicable, to the limitations set forth in section 12.3 hereof with respect thereto, provided, however, that this clause 12.6(b) is only being agreed to by Kroontje and not by the other Vendors; and (c) all claims, demands, suits, causes of action, proceedings, judgments, costs and expenses or other liabilities of any kind whatsoever in respect of the foregoing, including reasonable legal fees and disbursements in connection with the foregoing, provided they are the subject of, or costs or expenses related to, a final and binding judgment in favour of the Purchaser. 12.7 The maximum amount of any liability of a Vendor under section 12.6 hereof shall be the particular Vendor's portion of the aggregate Purchase Price, and further provided that no Vendor shall be liable to the Purchaser under section 12.6 hereof until the amount for which the Vendors would be liable to the Purchaser pursuant to section 12.6 exceeds in the aggregate the sum of $50,000 (the "Deductible"). The Vendors shall only be liable to the Purchaser under section 12.6 hereof for those amounts in excess of the Deductible and only provided any claim for indemnification is made within the time frames contemplated in sections 12.1, 12.2 and 12.3 hereof, as applicable. 12.8 Quarry agrees to indemnify and save the Purchaser and its shareholders, directors, officers, employees, agentsagents and representatives (and the Purchaser shall be deemed to be a trustee and agent with respect thereto) harmless of and from any liability, successors obligation, cost, expenses, damage or loss whatsoever arising out of, under, or pursuant to: (a) any incorrectness in, or breach of, or default under, any representation or warranty or covenant of Quarry given to the Purchaser hereunder or in any certificate or other document delivered by Quarry pursuant hereto, subject, to the extent applicable, to the limitations set forth in sections 12.1 and assigns 12.3 hereof with respect thereto; (collectivelyb) any assessment for taxes, interest and/or penalties of or relating to Quarry, subject, to the extent applicable, to the limitations set forth in section 12.3 hereof with respect thereto; and (c) all claims, demands, suits, causes of action, proceedings, judgments, costs and expenses or other liabilities of any kind whatsoever in respect of the foregoing, including reasonable legal fees and disbursements in connection with the foregoing, provided they are the subject of, or costs or expenses related to, a final and binding judgment in favour of the Purchaser. 12.9 The Purchaser acknowledges that on the Closing Date Quarry will enter into an indemnification agreement in favour of each of the Vendors (other than Troon Investments Ltd.) in form satisfactory to such Vendors (the "PARENT INDEMNIFIED PARTIESIndemnification Agreement") shall be indemnified ), pursuant to which Quarry will agree to indemnify and held hold harmless by the Individual Shareholders for such Vendors from any and all Liabilities, losses, damages, claims, costs suits, causes of action, proceedings, judgments, costs, expenses and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (hereinafter, a "LOSS"), arising out of or resulting from (i) the breach other liabilities of any representationkind arising from the position of such Vendors as directors or officers of Quarry, warranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss) made by the Company in the Acquisition Documents or (ii) Losses from breach of contract or other claims made by any party alleging to have had contractual or other rights relating but only to the Companyextent provided for under Quarry's capital stock or 44 assets. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification pursuant to this Agreement shall not exceed the amount of the Escrow Fundby-laws.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties contained of the Buyer and the Seller set forth in this AgreementAgreement shall survive for a period of eighteen (18) months following the date of the Closing except that the representation and warranty in the first sentence of Section 2.4 shall survive indefinitely. All covenants and agreements of the parties hereto shall survive indefinitely, unless another time period is expressly provided for herein, in which case such covenant or agreement shall survive for such time period. (b) The Seller agrees to indemnify and hold harmless the Buyer and its directors, officers, employees, representatives and agents ("Buyer Indemnified Parties") from, against and in respect of any and all statements contained Buyer Losses (as defined below) suffered, sustained or incurred or required by a court of competent jurisdiction to be paid by any of them by reason of (i) any representation or warranty made by the Seller in this Agreement, the Exhibits to this Agreement, the Disclosure Schedules and any certificate, financial statement or report or other document delivered pursuant to this Agreement being untrue or incorrect in any respect; (ii) any failure by the Seller to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by them in connection with the transactions contemplated by this Agreement hereby; or (collectively, the "ACQUISITION DOCUMENTS"), shall survive the Effective Time until the first anniversary iii) any liability of the Effective Time provided Seller which does not constitute an Assumed Liability; except that the representations and warranties contained in Sections 3.01, 3.03, 3.04, 3.14 and 3.21 Seller shall survive the applicable statute of limitations. Neither the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall not be reduced by any investigation made at any time by or on behalf of another party hereto. If written notice of a claim has been given prior responsible for indemnification hereunder to the expiration extent (and proportionate to the extent) that the Buyer Loss results from a Buyer Indemnified Party's own gross negligence or willful misconduct. For purposes of this SECTION 5.1, consequential damages or any damages to the applicable representations and warranties extent attributable to a failure by a party hereto Buyer Indemnified Party to another party hereto (which notice use reasonable efforts to mitigate damages shall indicate with reasonable specificity the amount not constitute Buyer Losses and nature of the claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. (b) After the Effective Time, Parent and its affiliates not otherwise be recoverable. "Buyer Losses" shall mean all damages (including, after without limitation, amounts paid in settlement with the Effective TimeSeller's consent, the Surviving Corporationwhich consent may not be unreasonably withheld), officers, directors, employees, agents, successors and assigns (collectively, the "PARENT INDEMNIFIED PARTIES") shall be indemnified and held harmless by the Individual Shareholders for any and all Liabilities, losses, damagesliabilities, claimsdeficiencies, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' fees), taxes, penalties, fines, interest, monetary sanctions and consultants' fees and expenses) actually suffered or expenses incurred by them (a Buyer Indemnified Party, including, without limitation, in connection reasonable attorneys' fees and costs incurred to comply with any action brought or otherwise initiated by any of them) (hereinafter, a "LOSS"), arising out of or resulting from (i) the breach of any representation, warranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss) made by the Company in the Acquisition Documents or (ii) Losses from breach of contract or injunctions and other claims made by any party alleging to have had contractual or other rights relating to the Company's capital stock or 44 assets. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification pursuant to this Agreement shall not exceed the amount of the Escrow Fundcourt and agency orders.

Survival of Representations and Warranties Indemnification. (ai) The representations and warranties of the Company contained in this Agreement, and all statements contained in this Agreement, Section 3 shall survive the Exhibits to this Agreement, the Disclosure Schedules and any certificate, financial statement or report or other document delivered pursuant to this Agreement or in connection with effectuation of the transactions contemplated by this Agreement (collectively, the "ACQUISITION DOCUMENTS"), shall survive the Effective Time until the first anniversary of the Effective Time provided that the representations and warranties contained in Sections 3.01, 3.03, 3.04, 3.14 and 3.21 shall survive the applicable statute of limitations. Neither the hereby for a period of survival nor the liability of a party hereto with respect to such party's representations two years. The Company will indemnify and warranties shall be reduced by any investigation made at any time by or on behalf of another party hereto. If written notice of a claim has been given prior to the expiration of the applicable representations hold each Investor and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of the claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved. (b) After the Effective Time, Parent and its affiliates (including, after the Effective Time, the Surviving Corporation)their directors, officers, directorsshareholders, employeespartners, agentscontrolling persons, successors employees and assigns agents (collectivelyeach, the an "PARENT INDEMNIFIED PARTIESINVESTOR PARTY") shall be indemnified and held harmless by the Individual Shareholders for from any and all Liabilities, losses, damagesliabilities, obligations, claims, contingencies, damages, costs and expenses, interestincluding all judgments, awardsamounts paid in settlements, judgments court costs and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expensescosts of investigation (collectively, "LOSSES") actually suffered that any such Investor Party may suffer or incurred incur as a result of or relating to any misrepresentation, breach or inaccuracy, or any allegation by them (includinga third party that, without limitationif true, in connection with any action brought would constitute a breach or otherwise initiated by inaccuracy, of any of them) (hereinafterthe representations, a "LOSS")warranties, arising out of covenants or resulting from (i) the breach of any representation, warranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss) agreements made by the Company in this Agreement. The Company will reimburse such Investor Party for its reasonable legal and other expenses (including the Acquisition Documents cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. The Company and the Investor Party may not, without the prior written consent of the other, agree to any settlement of any claim or action with respect to which the Company is required to indemnify the Investor Party pursuant to this Section 5. (ii) The representations and warranties of the Investors contained in Section 2 shall survive the effectuation of the transactions contemplated hereby for a period of two years. Ecah Investor will indemnify and hold the Company and its directors, officers, shareholders, controlling persons, employees and agents (each, a "COMPANY PARTY") harmless from any and all Losses from that any such Company Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy, or any allegation by a third party that, if true, would constitute a breach or inaccuracy, of contract any of the representations, warranties, covenants or other claims agreements made by such Investor in this Agreement. Each Investor will reimburse such Company Party for its reasonable legal and other expenses (including the cost of any party alleging investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. Any Investor and the Company Party may not, without the prior written consent of the other, agree to have had contractual any settlement of any claim or other rights relating action with respect to which such Investor is required to indemnify the Company's capital stock or 44 assets. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification Company Party pursuant to this Agreement shall not exceed the amount of the Escrow FundSection 5.