SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. All representations and warranties contained in or made pursuant to this Agreement or in any agreement, certificate, document or statement delivered pursuant hereto shall survive the Closing for a period of twelve (12) months from the Closing Date, unless otherwise specified in such agreement, certificate or document; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Sections 4.1(a), (b), (d), (e), (g), (i) and (u) and Sections 4.2(a), (b), (d), (e), (g), (i) and (j) and all covenants and agreements of the parties relating to the subject matter(s) thereof shall survive the Closing without such applicable limitation. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations. The rights and remedies of the parties to this Agreement are cumulative, not alternative. In addition to their respective rights to damages or other remedies they may have, and without limitation thereof, Acquiror shall have the right to obtain injunctive relief to restrain any breach or otherwise to specifically enforce the provisions of this Agreement, it being agreed by the parties that money damages alone would be inadequate to compensate Acquiror for such breach or other failure to perform the obligations of MailKey under this Agreement.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. All representations and warranties contained herein and in any certificate, documentation or agreement delivered pursuant hereto shall survive the execution and delivery of this Agreement, any investigation at any time made thereof, the sale of the Purchased Notes and payment therefor as provided for in this Agreement. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement and that Purchaser will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and Seller further agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy will not be deemed to be the exclusive remedy for breach of this agreement but will be in addition to all other remedies available at law or equity to Purchaser.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. All representations and warranties made in or pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and continue for a period of eighteen (18) months from the Closing Date; provided, however, that (a) the representations and warranties contained in Sections 3.01(b), 3.01(c), 3.03, 3.04, and 4.02 shall survive indefinitely, (b) the representations and warranties contained in Sections 3.11 and 3.17 shall survive for a period equal to all applicable statute of limitations regarding Claims made with respect to such subject matter, and (c) any claim for indemnity under this Article VI shall survive the time at which it would otherwise terminate if a claim for indemnification shall have been commenced prior to such time and such claim or proceeding is pending and is being maintained in good faith, then such claim shall continue until the final disposition of such claim. Each party agrees that no other party to this Agreement shall be under any duty, express or implied, to make any investigation of any representation or warranty made by any other party to this Agreement, and that no failure to so investigate shall be considered negligent or unreasonable. All remedies under this Agreement shall be cumulative and not exclusive.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. The representations and warranties in this Agreement or in any instrument delivered pursuant hereto shall not survive the Closing hereunder.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. Subject to the limitations and other provisions of this Agreement, the representations and warranties in this Agreement shall survive the Closing and the consummation of the Asset Sale and shall remain in full force and effect until the expiration of the date that is fifteen (15) months following the Closing Date; provided, that the Fundamental Representations shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus sixty (60) days. All covenants and agreements contained herein shall survive the Closing indefinitely or for the period explicitly stated therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. The representations and warranties of the Seller and Purchaser contained in this Agreement shall survive the Closing until the date that is fifteen (15) months after the Closing Date; provided, however, (i) the representations and warranties of Seller set forth in the first sentence of Section 6.1 (Due Organization and Authority), Section 6.5 (Authority to Execute and Perform Agreement), Section 6.8.1 (Title to Assets and Properties), the portions of Section 6.10 (Intellectual Property) which address title, Section 6.13 (Employee Benefits), Section 6.14 (Environmental Matters), Section 6.15 (Taxes), Section 6.20 (Fees and Commissions), and Section 6.21 (Illegal Payments) (collectively, the “Seller Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations, and (ii) the representations and warranties of Purchaser set forth in Section 7.1 (Organization), Section 7.2 (Authority to Execute and Perform Agreement), and Section 7.3 (Fees and Commissions) (collectively, the “Purchaser Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations. If written notice of a claim has been given prior to the expiration of the applicable survival period by a Purchaser Indemnified Party to Seller or by a Seller Indemnified Party to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved. The covenants and obligations in this Agreement shall survive the Closing and the consummation of the Asset Sale until the expiration of the applicable statute of limitations.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. All representations and warranties made in or pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and continue for a period of 18 months from the Closing Date; provided, however, that (a) the representations and warranties contained in Sections 3.11 and 4.2 shall survive for a period equal to all applicable statute of limitations regarding Loss Claims made with respect to such subject matter, (b) the representations and warranties contained in Section 3.10 shall survive until the fourth anniversary of the Closing Date, (c) the representations and warranties contained in Section 3.17 shall survive until the third anniversary of the Closing Date and (d) any claim for indemnity under this Article 7 shall survive the time at which it would otherwise terminate if a claim for indemnification shall have been commenced prior to such time and such claim or proceeding is pending and is being maintained in good faith, then such claim shall continue until the final disposition of such claim. The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. (a) The representations and warranties made by any party hereto in this Agreement or pursuant hereto shall not survive the Closing except (i) in the case of the Institutional Selling Shareholders, representations and warranties in Section 6.2, 6.3, 6.21(b) and 6.23 and (ii) in the case of the Management Selling Shareholders, the representations and warranties in Section 6.22 and 6.23, each of which shall survive indefinitely.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. All representations, warranties, covenants, and obligations in this Agreement, the schedules and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; REMEDIES. All representations and warranties, covenants and obligations in this Agreement, the Schedules and any other certificate or document delivered pursuant to this Agreement shall survive the Closing and the consummation of the Asset Sale, subject to the provisions of Section 11.6.
