Survival of Representations Warranties and Covenants Indemnification. (a) All covenants, agreements, representations and warranties of the Company and the Investor made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished to the Investor in connection herewith (i) are material, shall be deemed to have been relied upon by the party or parties to whom they are made and shall survive the Closing for a period of not more than two (2) years (the “Survival Period”) regardless of any investigation on the part of such party or its representatives and (ii) shall bind the parties’ successors and assigns (including, without limitation, any successor to the Company by way of acquisition, merger or otherwise), whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investor’s successors and assigns and to its transferees of Securities, whether so expressed or not; provided, that any claim for indemnification made prior to the expiration of such Survival Period shall survive thereafter and, as to any such claim, such expiration will not affect the rights to indemnification of the party making such claim.
(b) Each party to this Agreement agrees to indemnify and hold harmless the other party and its affiliates and their respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees, attorneys and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Indemnified Persons”), from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys’ fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against such party or such other Indemnified Persons in any manner relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreements by the indemnifying party contained herein or in any certificate or document delivered pursuant hereto or otherwise relating to or arising out of the transactions contemplated hereby.
Survival of Representations Warranties and Covenants Indemnification. 15.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except as otherwise specifically provided in this Agreement, shall thereafter terminate and expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 4.2 (fourth and fifth sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d), 6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv), 6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements made by each party in this Agreement and the other Transaction Documents will survive the Closing without limitation (except pursuant to their terms). Any representation, warranty or covenant that is the subject of a claim or dispute asserted in writing prior to the expiration of the applicable of the above-stated periods shall survive with respect to such claim or dispute until the final resolution thereof.
Survival of Representations Warranties and Covenants Indemnification. Section 8.1 Survival of Representations, Warranties and Covenants.
(a) The representations, warranties and certifications of Parent, Merger Sub and the Company contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement by such Person or on its behalf, shall remain in effect until, and shall expire on, the Closing Date, except that:
(1) the representations and warranties contained in Section 4.3 (Capitalization) shall survive until the date one calendar year after the Closing Date;
(2) neither the Escrow Termination Date nor any of the other foregoing time limits shall apply to claims based upon fraud or willful misrepresentation; and
(3) the representation, warranty, covenant or obligation that is the subject matter of a Claim Notice made in accordance with Section 8.1(c) on or before the Escrow Termination Date, or such later date as applies to the survival of such representation, warranty, covenant or obligation pursuant to this Section 8.1(a), shall not so expire with respect to such Claim Notice or any subsequent Claim Notice that is reasonably related to the subject matter of such initial Claim Notice, but rather shall remain in full force and effect until such time as each and every claim that is based upon the claims or alleged facts or circumstances of such initial Claim Notice has been fully and finally resolved, either by means of a written settlement agreement or by the dispute resolution procedure set forth in Section 8.6.
(b) The representations, warranties, certifications, covenants and obligations of Parent, Merger Sub and the Company, and the rights and remedies that may be exercised by any Person having a right to indemnification pursuant to this Article VIII, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any Knowledge of, any of the Indemnified Parties or any of their Representatives.
(c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation, warranty, covenant or obligation shall be deemed to have been delivered if any Indemnified Party, acting in good faith, delivers to the Stockholder Agent (with a copy to the Escrow Agent) a written notice stating that such Indemnified Party believes that there is or has been a possible breach of such representation, warranty, covenant or obligation and containing (i) a brief description of the circumstances supporting such Indemnified Part...
Survival of Representations Warranties and Covenants Indemnification. (a) Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement, or in any document or certificate delivered pursuant hereto or in connection herewith shall survive the Closing Date, and shall continue in effect until the Company's Form 10-K (or Form 10-KSB, if applicable) for the fiscal year ended September 30, 2002 is filed with the SEC. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
Survival of Representations Warranties and Covenants Indemnification. The rights and obligations of the Buyer, Seller and Stockholder under this Agreement shall be subject to the following additional terms and conditions:
Survival of Representations Warranties and Covenants Indemnification. (a) None of the representations, warranties and covenants set forth in this Agreement or in any instrument delivered pursuant to this Agreement will survive the Investment Closing Date, except for those covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Investment Closing Date. Notwithstanding the foregoing, the representations and warranties of Parent set forth in Section 3.1(c) shall survive the Investment Closing until the date that is nine (9) months after the Investment Closing and, notwithstanding any provision of Law or this Agreement to the contrary, the Investors’ sole recourse in respect of such representations and warranties shall be the right, but only if the Investment Closing first occurs, to indemnification pursuant to Section 8.1(b).
(b) Parent hereby covenants and agrees to indemnify each Investor and any Investor Party from, and hold each of them harmless against, any and all losses, claims, liabilities, damages and expenses of any kind or nature whatsoever (collectively, “Losses”), that may be incurred by any of them or asserted against or involve any of them as a result of, arising out of, or in any way related to any inaccuracy in or breach of Section 3.1(c). If any Investor shall deliver a notice of a claim for indemnification under this Section 8.1(b) prior to the date which is nine (9) months after the Investment Closing, then the obligation to indemnify in respect of such inaccuracy or breach shall survive as to such claim, until such claim has been finally resolved.
Survival of Representations Warranties and Covenants Indemnification. The respective representations, warranties, obligations, covenants, and agreements of the parties shall survive the Closing for a period of one year commencing from the Closing Date. Each party hereto shall indemnify (the "Indemnitor") the other party (the "Indemnitee") for any Liability incurred or any loss suffered by the Indemnitee which was caused by a breach of any representation, warranty or covenant set forth herein by the Indemnitor.
Survival of Representations Warranties and Covenants Indemnification. (a) Except with respect to SECTION 5.1 (Authority) and SECTION 5.2 (Title), which shall survive the Closing indefinitely, none of the representations or warranties of the Stockholders contained in this Agreement will survive the Closing Date. From and after the Closing, the Stockholders shall, severally but not jointly, indemnify and hold harmless Buyer from, against and in respect of any and all liabilities, damages, losses, penalties, costs, claims, judgments, amounts paid in settlement, interest, penalties, assessments, out-of-pocket expenses (including reasonable attorneys' fees and disbursements) (collectively, "LOSSES") resulting from, incurred in connection with or arising out of (i) any breach of or inaccuracy in any representation or warranty of the Stockholders made in SECTIONS 5.1 and 5.2 of this Agreement; (ii) any Indebtedness of the Company or any Subsidiary existing immediately prior to the Closing that is not paid or otherwise retired at the Closing (excluding Items 5 (Insurance Premium Note) and 7 (Lease Guaranty) from SCHEDULE 4.28); (iii) any bonus or payment payable to any employee, consultant or Affiliate of the Company or any Subsidiary as a result of the transactions contemplated by this Agreement that is not paid or otherwise retired at the Closing; and (iv) the fees and expenses of any outside professional services firm retained by the Company or any Subsidiary in connection with the transactions contemplated by this Agreement that are not paid or otherwise retired at the Closing.
(b) Except with respect to SECTION 6.3 (Authorization), which shall survive the Closing indefinitely, none of the representations or warranties of Buyer contained in this Agreement will survive the Closing Date. From and after the Closing, Buyer shall indemnify and hold harmless the Stockholders from, against and in respect of any and all Losses resulting from, incurred in connection with or arising out of any breach of or inaccuracy in any representation or warranty of Buyer made in SECTION 6.3 of this Agreement.
(c) All covenants and agreements contained herein providing for performance after the Closing Date will survive in accordance with their respective terms.
(d) If an indemnified party becomes aware of any matter that it believes is subject to indemnification under this Agreement, including receipt by any indemnified party of notice of the commencement of any action, proceeding, or other claim in respect of which the indemnified party intends to s...
Survival of Representations Warranties and Covenants Indemnification. (a) Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith shall survive the Closing Date last in time, and shall continue in effect until the Company's Form 10-K (or Form 10-KSB, if applicable) for the next full fiscal year following the fiscal year in which such Closing Date occurs, is filed with the SEC. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
Survival of Representations Warranties and Covenants Indemnification. 3.1 The representations, warranties and covenants of the parties contained herein and in any certificate, instrument or schedule delivered at the Closing, or prior thereto shall be deemed to have been relied upon notwithstanding any investigation heretofore or hereafter made or omitted by the other party or parties, and shall continue in full force and effect for three (3) years following the Closing.
3.2 All covenants made in this Agreement which by their terms are to be performed after the Closing shall survive the Closing, until they are performed.
