Common use of Survival of Representations, Warranties, Covenants, Agreements and Other Provisions Clause in Contracts

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, (i) the representations, warranties, and covenants (other than with respect to the covenants contained in Section 9.01 which shall survive, subject to clause (iii) below, until the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date which is 18 months after the Closing Date; provided that (i) all covenants to be performed after the Closing Date shall survive in accordance with their terms, (ii) the Fundamental Representations, any claims made pursuant to Section 7.02(a)(ii), and any claims made pursuant to Section 7.02(a)(iii) shall survive the Closing and terminate on the date which is three years after the Closing Date, and (iii) any claims for Indemnified Taxes, Indebtedness and Seller Expenses shall survive the Closing and terminate on the date which is four years after the Closing Date (each such date, the “Survival Period Termination Date”). No Person shall be liable for any claim for indemnification under this Article VII unless written notice specifying in reasonable detail the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, (i) the representations, warranties, The representations and covenants warranties of Aegis contained in Article III (other than with respect to the covenants any representations or warranties contained in Section 9.01 3.06 which shall survive, are subject to clause (iiiArticle VII) below, until the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date which is 18 twelve (12) months after the Closing Date; provided provided, that (i) all covenants to be performed after the Closing Date shall survive in accordance with their terms, (ii) the Fundamental Representations, any claims made pursuant to Section 7.02(a)(ii), and any claims made pursuant to Section 7.02(a)(iii) Representations shall survive the Closing and shall terminate on the ninetieth (90th) day after the expiration of the applicable statute of limitations. No claim for indemnification hereunder for breach of any such representations and warranties may be made after the expiration of such survival period; provided, that all representations and warranties of Aegis contained in Article III shall survive beyond the survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty shall survive as to such claim until such claim has been finally resolved. (a) The representations and warranties of Tecogen contained in Article IV shall survive the Closing and shall terminate on the date which is three years twelve (12) months after the Closing Date. No claim for indemnification hereunder for breach of any such representations and warranties may be made after the expiration of such survival period; provided, that all representations and warranties of Tecogen contained in Article IV shall survive beyond the survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty shall survive as to such claim until such claim has been finally resolved. (iiib) any claims for Indemnified TaxesThe agreements, Indebtedness covenants and Seller Expenses other obligations of the parties hereto shall survive the Closing and terminate on the date which is four years after the Closing Date (each such date, the “Survival Period Termination Date”)in accordance with its terms. No Person shall be liable for any claim for indemnification under this Article VII unless written notice specifying in reasonable detail the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved.6.02

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, (i) the representations, warranties, and covenants (other than with respect to the covenants contained in Section 9.01 11.01, which shall survive, subject to clause (iii) below, survive until the obligations set forth therein are fully performed in accordance with the terms thereof, or, if earlier, the date that is thirty (30) days after the expiration of the applicable statute of limitations), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date which is 18 twelve months after the Closing DateDate provided, however, that the representations and warranties of the Acquired Company set forth in Section 3.01(a) (Organization and Power), Section 3.02(a) (Subsidiaries), Section 3.03 (Authorization; provided that No Breach; Valid and Binding Agreement), Section 3.04 (i) all covenants to be performed after the Closing Date shall survive in accordance with their termsCapital Stock), Section 3.08 (ii) the Fundamental RepresentationsTax Matters), any claims made pursuant to Section 7.02(a)(ii3.14 (Employee Benefit Plans), and any claims made pursuant to Section 7.02(a)(iii3.20 (Broker’s Fees) (collectively, the “Fundamental Representations”) shall survive the Closing execution and terminate delivery of this Agreement and the consummation of the transactions contemplated hereby and shall continue in full force and effect for a period thereafter ending on the date which is three years after the Closing Date, and sixth (iii6th) any claims for Indemnified Taxes, Indebtedness and Seller Expenses shall survive the Closing and terminate on the date which is four years after anniversary of the Closing Date (each such datethe twelve month or six year anniversary, the “"Survival Period Termination Date”"). No Person shall be liable for any claim for indemnification under this Article VII IX unless written notice specifying in reasonable detail the facts, circumstances and nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, only to the extent of such claim onlyclaim, until such claim is resolved.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to (a) The representations and warranties of the extent a different period is expressly set forth herein, (i) the representations, warranties, and covenants (other than with respect to the covenants Company contained in Section 9.01 which shall survive, subject this Agreement or any other certificate or instrument delivered pursuant to clause (iii) below, until the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date which is 18 eighteen (18) months after the Closing Date (the “Survival Date”); provided provided, however, that (i) all covenants to be performed after the Closing Date shall survive in accordance with their terms, (ii) the Fundamental Representations, any claims made pursuant to Representations (other than the Specified Intellectual Property Representations and the representations and warranties in Section 7.02(a)(ii2.08 (Tax Matters), and any claims made pursuant to Section 7.02(a)(iii) shall survive the Closing and shall terminate upon the expiration of the applicable statute of limitations; provided further, however that (i) the Specified Intellectual Property Representations shall survive the Closing and shall terminate on the date which is three five (5) years after the Closing Date, Date and (iiiii) any claims for Indemnified Taxes, Indebtedness the representations and Seller Expenses warranties in Section 2.08 (Tax Matters) shall survive the Closing and shall terminate on upon the date which is four years thirtieth (30th) day after the Closing Date (each such date, expiration of the “Survival Period Termination Date”)applicable statute of limitations. No Person shall be liable for any claim for indemnification under this Article VII unless written notice specifying in reasonable detail hereunder for breach of any such representations and warranties may be made after the nature expiration of such survival period; provided, however, that all representations and warranties of the Company contained in this Agreement or any other certificate or instrument delivered pursuant to this Agreement shall survive beyond the survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought made hereunder prior to the applicable Survival Period Termination Dateexpiration of the survival period for such representation and warranty, in which case the representation, warranty, covenant or agreement which is the subject of such representation and warranty shall survive as to such claim shall survive, to the extent of such claim only, until such claim is has been finally resolved.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, (i) the representations, warranties, representations and covenants (other than with respect to the covenants contained in Section 9.01 which shall survive, subject to clause (iii) below, until the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions warranties in this Agreement shall survive the Closing through, and shall terminate on on, the date which is 18 twelve (12) months after the Closing Date; provided provided, that the representations and warranties contained in Section 3.1 (i‘Organization and Authority of each Seller’), Section 3.2 (‘Organization, Authority and Qualification of each Company’), Section 3.4 (‘Capitalization’), Section 3.5 (‘Subsidiaries’), Section 3.9 (‘Tax Matters’), Section 3.14 (‘Employee Benefit Plans’), Section 3.18 (‘Affiliate Transactions’), Section 3.24 (‘Seller Reorganization’), Section 3.25 (‘Brokerage’), Section 4.1 (‘Organization and Corporate Power’), Section 4.2 (‘Authorization’), Section 4.6 (‘Brokerage’), Section 4.7 (‘Investment Representation’) all covenants to be performed after and Section 4.10 (‘Independent Investigation’) (collectively, the Closing Date “Fundamental Representations”) shall survive until the expiration of all applicable statute of limitations periods (including extensions). None of the covenants or other agreements contained in accordance with their terms, (ii) the Fundamental Representations, any claims made pursuant to Section 7.02(a)(ii), and any claims made pursuant to Section 7.02(a)(iii) this Agreement shall survive the Closing and terminate on the date Date other than those which is three years by their terms contemplate performance after the Closing Date, and (iii) any claims for Indemnified Taxes, Indebtedness each such surviving covenant and Seller Expenses agreement shall survive the Closing and terminate on for the date which is four years after the Closing Date (each such date, the “Survival Period Termination Date”)period contemplated by its terms. No Person shall be liable for any claim for indemnification under this Article VII 8 unless written notice specifying in reasonable detail the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the expiration of the applicable Survival Period Termination Datesurvival period, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved, whether or not the amount of the Losses resulting from such breach has been finally determined at the time the notice is given.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, The (i) the representations, warranties, representations and covenants warranties in this Agreement (other than with respect to the covenants contained representations and warranties in Section 9.01 which shall survive, subject to clause 4.09 (iiiTax Matters) below, until and the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions in this Agreement Fundamental Representations) shall survive the Closing and shall terminate on the date which is 18 12 months after the Closing Date; provided that , (iii) all covenants to be performed Fundamental Representations shall terminate on the date which is 36 months after the Closing Date Date, (iii) representations and warranties set forth in Section 4.09 (Tax Matters) shall terminate on the date that is 90 days after the end of the applicable statute of limitations (as extended), (iv) covenants or agreements contained herein shall survive the Closing in accordance with their terms, and (iiv) covenants and agreements to be performed prior to (or at) the Fundamental Representations, any claims made pursuant to Section 7.02(a)(ii), and any claims made pursuant to Section 7.02(a)(iii) Closing shall survive terminate as of the Closing and terminate on the date which is three years after the Closing Date, and (iii) any claims for Indemnified Taxes, Indebtedness and Seller Expenses shall survive the Closing and terminate on the date which is four years after the Closing Date (each such dateas applicable, the “Survival Period Termination Date”). No Person Notwithstanding the foregoing or anything else to the contrary herein, the Purchaser Parties shall have no recourse against the Escrow Account after the 12-month anniversary of the Closing Date (the “Indemnification Escrow Disbursement Date”), and the Purchaser Parties’ sole and exclusive recourse and remedy thereafter shall be liable for any to the Rep & Warranty Policy, subject to the terms and conditions set forth therein. Further, no claim against the Escrow Account for indemnification under this Article VII unless written notice specifying in reasonable detail hereunder may be made after the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought Indemnification Escrow Disbursement Date; provided that if at any time prior to the applicable Survival Period Termination Indemnification Escrow Disbursement Date, a Purchaser Party delivers to Seller and the Escrow Agent a written notice in which case accordance with Section 8.05 or Section 8.06 and the representationEscrow Agreement, warranty, covenant then the representation or agreement which is warranty underlying the subject of claim asserted in such notice shall survive with respect to such claim shall survive, to until the extent of such claim only, until time that such claim is resolvedfully and finally resolved in accordance with the terms of the Escrow Agreement.

Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, (i) the representations, warranties, covenants and covenants (other than with respect to the covenants contained in Section 9.01 which shall survive, subject to clause (iii) below, until the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date which is 18 months after Applicable Limitation Date. For purposes of this Agreement, the Closing term “Applicable Limitation Date” shall mean September 30, 2014; provided provided, that (ia) all the Applicable Limitation Date with respect to the Fundamental Representations and the representations and warranties set forth in Section 4.08 (Tax Matters), Section 4.16 (Compliance with Laws), Section 4.17 (FDA Regulatory Compliance), Section 4.18 (United States Healthcare Fraud and Abuse Law Compliance), Section 4.19 (HIPAA; HITECH Compliance) shall be September 30, 2015, (b) the Applicable Limitation Date with respect to the covenants and agreements set forth in Article VII (other than Section 7.02(a)(i) as it relates to representations and warranties not listed in clause (a) above and Section 7.02(a)(vii) except as it relates to the first item on the Disclosure Schedules Indemnity Schedule), Section 8.03, Article IX and Article X shall be performed after September 30, 2015 and (c) the Closing Date covenants and agreements set forth in Section 8.04 (Blocker Seller Release) shall survive in accordance with their terms, (ii) the Fundamental Representations, any claims made pursuant to Section 7.02(a)(ii), perpetuity and any claims made pursuant to Section 7.02(a)(iii) shall survive the Closing and terminate on the date which is three years after the Closing not have an Applicable Limitation Date, and (iii) any claims for Indemnified Taxes, Indebtedness and Seller Expenses shall survive the Closing and terminate on the date which is four years after the Closing Date (each such date, the “Survival Period Termination Date”). No Person shall be liable for any claim for indemnification hereunder for breach of any such representations, warranties, covenants and agreements may be made after the expiration of the Applicable Limitation Date; provided, however, that any obligation under Section 7.02, Section 7.03 and/or Section 8.03 shall not terminate (and shall expressly survive until the final resolution thereof, notwithstanding anything contained herein to the contrary) with respect to any claim in respect of which the Person to be indemnified shall have given notice to the indemnifying party in accordance with this Article VII unless written notice specifying in reasonable detail before the nature termination of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Applicable Limitation Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved.