Survival of Representations and Warranties of Seller and Shareholder. All representations, warranties, agreements, covenants and obligations made or undertaken by Seller and Shareholder 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 for the periods set forth in Section 9.5 and shall not merge in the performance of any obligation by any party hereto. Seller and Shareholder, jointly and severally, agree to and shall indemnify and hold harmless Purchaser or any assignee of Purchaser at all times after the date of this Agreement from and against and in respect of, any liability, claim, deficiency, loss, damage, or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) suffered or incurred by Purchaser arising from (i) any misrepresentation, or breach of any covenant or warranty of Seller or Shareholder contained in this Agreement or any exhibit, certificate or other instrument furnished or to be furnished by Seller or Shareholder hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach, (ii) any nonfulfillment of any agreement on the part of either of Seller or Shareholder under this Agreement or from any misrepresentation in or omission from, any certificate or other instrument furnished or to be furnished to Purchaser hereunder, (iii) any suit, action, proceeding, claim or investigation pending or threatened against or affecting the Assets or the Business from any matter or state of facts existing prior to Closing, regardless of whether it is disclosed on Exhibit 3.12, (iv) any claim or debt, obligation or liability which is not specifically assumed by Purchaser pursuant to this Agreement, (v) any matter regarding Hazardous Substances on any Leased Real Property or regarding any applicable federal, state or local environmental laws or permits pertaining to the Leased Real Property, regardless of whether it has been disclosed in the Exhibits hereto, (vi) any claim or right, or any alleged claim or right, of third persons by virtue of application of bulk sales laws or otherwise which may be asserted against any of the Assets, (vii) any Third Party Claim, or (viii) any claim against, or liability of, the Business that is of a nature that, if known at Closing, would have been required to have been disclosed pursuant to this Agreement. I...
Survival of Representations and Warranties of Seller and Shareholder. Notwithstanding any right of Buyer fully to investigate the affairs of Seller and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, Buyer has the right to rely fully upon the representations and warranties of Seller and Shareholder contained in this Agreement or in any other Transaction Document. All such representations and warranties shall survive the execution and delivery of this Agreement and the Closing hereunder until the second anniversary of the Closing, except that the representation and warranties contained in Section 2.2 and Section 2.8 shall survive until ninety (90) days after the expiration of the applicable statute of limitations and any extensions thereof.
