Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to the contrary in this Agreement, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.3, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification set forth in Section 8.2 and Section 8.3.
Appears in 1 contract
Samples: Business Combination Agreement (Asiainfo Holdings Inc)
Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to the contrary in this Agreement, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The All representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.3, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained set forth in this Agreement, following the last date on which such covenant Transaction Documents or agreement is to be performed orin any writing or certificate delivered in connection with this Agreement or the transactions contemplated by this Agreement shall survive the Closing Date. Notwithstanding the foregoing, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make recover for any Loss pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) unless written notice of a claim at thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the second anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any time in respect of any Loss arising from or related to a breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification Seller set forth in Section 8.2 5.8 (Taxes) or Section 5.14 (Employee Benefit Plans), the Applicable Limitation Date shall be the 30th day after expiration of the applicable statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled), if any, giving rise to such Loss, (ii) with respect to any Loss arising from or related to a breach of the representations and warranties of Seller set forth in Section 8.35.1 (Organization and Corporate Power), Section 5.2 (Authorization of Transactions), clauses (i), (iii) and (iv) of Section 5.4 (Absence of Conflicts), clause (i) of the first sentence of Section 5.10(b) (Title to Proprietary Rights) or Section 5.18 (Title to Property), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive indefinitely) and (iii) with respect to any Loss arising from or related to a breach of the representations and warranties of Buyer set forth in Section 6.1 (Organization and Corporate Power) or Section 6.2 (Authorization of Transactions) or Section 6.3 (No Conflicts), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive indefinitely). The covenants and agreements of each Party set forth in this Agreement shall survive forever.
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Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to If the contrary in this AgreementClosing occurs, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo contained Parties set forth in this Agreement, and the right to make indemnification claims under this Agreement will in respect of such representations, warranties, covenants and agreements, shall survive the Closing and remain in full force (a) indefinitely with respect to the representations and warranties contained in Sections 2.3Article 4 and/or Article 5, 2.4(a)other than the Excluded Representations, 2A.1 until the earlier of (x) sixty (60) days after the Buyer’s receipt from its auditors of audited financial statements for the Acquired Companies for the fiscal year ending March 31, 2016 and 2A.2(y) Axxxxx 00, 3.2, 3.3(a) and 3.3(b)0000, (bx) with respect to the Excluded Representations, until sixty (60) calendar days after the expiration of all the statute of limitations (or extensions thereof) applicable statutes to the matters set forth therein, provided that the representation under Section 4.18 (Sufficiency of limitation Assets) shall only survive until the earlier of (including all periods x) sixty (60) days after the Buyer’s receipt from its auditors of extensionaudited financial statements for the Acquired Companies for the fiscal year ending March 31, whether automatic or permissive2016 and (y) with respect to matters covered by Section 2.15 August 31, 2016 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained covenants and agreements set forth in this Agreement, following until sixty (60) days after the last date on which such covenant expiration of the statute of limitations (or agreement extensions thereof) applicable to the matters set forth therein (the periods referred to in this sentence the “Survival Periods” and each is to be performed or, if no such date is specified, indefinitely, except a “Survival Period”). In the event that any Indemnified Party shall deliver a Claim Certificate to an Indemnifying Party setting forth a claim for indemnification under this Article 12 in respect of a breach of a representation, warranty, covenant or agreement that would otherwise terminate of a Party set forth in accordance with clause (b)this Agreement prior to the expiration of the applicable Survival Period, (c) then such representation, warranty, covenant or (d) above will agreement shall continue to survive (but in full force and effect solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, claim until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification set forth in Section 8.2 and Section 8.3final resolution thereof.
Appears in 1 contract
Samples: Contribution and Stock Purchase Agreement (Acxiom Corp)
Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything any right of Buyer, Subsidiary or the Company (whether or not exercised) to investigate the contrary in this Agreementaffairs of Buyer, Subsidiary or the Company, each party shall have the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to rely fully upon the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo other party contained in this Agreement will survive the Closing (a) indefinitely with respect or in any instrument required to the representations and warranties contained in Sections 2.3be delivered hereunder; provided, 2.4(a)however, 2A.1 and 2A.2that, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date except in the case of all other representations and warranties and any fraud (i.e., an intentional breach of a representation, warranty, covenant or agreement to agreement, but excluding any negligent or reckless breach), no reliance can be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closingmade on, or (d) with claim made in respect to each other covenant or agreement of Linkageof, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement specific compliance with which was waived in writing, including the waiver of any related closing condition contained in Article 6. The covenants and agreements of the Company, Buyer and Subsidiary contained in this Agreement or in any instrument delivered pursuant to this Agreement that would otherwise terminate by their terms apply or are to be performed in accordance with clause (b)whole or in part after the Effective Time shall survive the Effective Time. The representations and warranties of the Company, (c) Buyer and Subsidiary contained in this Agreement or (d) above will in any instrument delivered pursuant to this Agreement shall survive the Merger and continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim filing of Buyer's Annual Report on Form 10-K for indemnification has been satisfied or otherwise resolved. For the avoidance of doubtfiscal year ending December 31, subject to the provisions of Section 8.11999, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of except for the representations and warranties set forth in Sections 3.12, 3.15, 3.17, 3.19, 3.22, 3.24, 3.30, which shall continue until the first anniversary of the Closing Date (the "Expiration Date"). Each of the parties hereto agrees that, except for the representations and covenants and agreements warranties contained in this Agreement. Any such claim by a Linkage Party shall , none of Buyer, Subsidiary or the Company has made any representations or warranties, and except for the representations and warranties contained in this Agreement, each of Buyer, Subsidiary and the Company acknowledges that no representations or warranties have been made by, and it has not be subject to relied upon any representations or warranties made by, any of the qualifications parties hereto or any of their respective officers, directors, employees, agents, financial and limitations legal advisors or other representatives (collectively, "Representatives") with respect to indemnification set forth in Section 8.2 this Agreement and Section 8.3the transactions contemplated hereby, and the documents and instruments referred to herein, notwithstanding the delivery or disclosure to such party or its Representatives of any documentation or other information with respect to any one or more of the foregoing. The inclusion of any entry on the Disclosure Schedule shall not constitute an admission by, or agreement of, the Company that such matter is material to the Company.
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Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to the contrary in this Agreement, Each party hereto shall have the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to rely fully upon the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo other parties hereto contained in this Agreement will survive and in any certificate delivered by any other party hereto at the Closing (a) indefinitely with respect without regard to investigation or knowledge. If the Merger is consummated, all of the representations and warranties of the Company contained in Sections 2.3this Agreement and the Company Transaction Certificates shall survive the Closing and remain in full force and effect, 2.4(aregardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement (except as set forth in the Disclosure Letter), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until date that is the eighteen (18) month anniversary of the Closing Date in (the case of all other “Holdback Period”); provided, however, that the representations and warranties and any covenant or agreement to be performed by Linkage, of the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo Company contained in Section 2.1 (Organization, Standing and Power), Section 2.4 (Authority and Enforceability), Section 2.5 (Non-Contravention) (other than Section 2.5(c)(i)), Section 2.8 (Capital Structure), Section 2.19 (Taxes), and Section 2.28 (Finders’ Fees; Transaction Expenses), and in any Company Transaction Certificate (in each case, as modified by the Disclosure Letter) (the “Fundamental Representations”), will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, following until the last date on which such covenant or agreement is to be performed orexpiration of the applicable statute of limitations, if any, plus a period of thirty (30) days, or if no such date statute of limitations is specifiedapplicable, indefinitelyfor ten years after the Closing Date; provided, except further, that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters representations and warranties set forth in such Claim Notice Section 2.17 (Intellectual Property) (the “IP Representations”), will remain operative and in full force and effect, regardless of any investigation or Indemnity Notice) if a Claim Notice disclosure made by or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior behalf of any of the parties to such termination datethis Agreement, until the related claim for date that is the thirty-six (36) month anniversary of the Closing Date. No right to indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject pursuant to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time Article VIII in respect of any breach specific claim that is asserted in an Officer’s Certificate properly delivered to the Company Holders’ Agent in accordance with Section 8.4 hereof prior to the expiration of the Holdback Period or applicable survival period hereunder, as appropriate (if any such period is applicable to such claim), shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article VIII or otherwise to seek recovery of Damages arising out of any Fraud. If the Merger is consummated, the representations and warranties of Acquiror contained in this Agreement and the other certificates contemplated hereby shall expire and be of no further force or effect as of the Closing; provided, however, that such expiration shall not affect the rights of any Holder to seek recovery of Damages arising out of any Fraud by Acquiror or Merger Sub and provided, further, that the representations and warranties and acknowledgements of Acquiror contained in Section 3.6 shall survive indefinitely. If the Merger is consummated, all other covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications parties (including the covenants and limitations with respect to indemnification agreements set forth in Section 8.2 Article IV and Section 8.3Article V) shall survive until the tenth anniversary of the Closing or for the period explicitly specified therein; provided, further, that no right to indemnification pursuant to Article VIII in respect of any claim based on any breach of a covenant or agreement shall be affected by the expiration of such covenant; provided, further, that the Indemnified Persons’ right to indemnification for Company Holder Taxes will remain operative and in full force and effect until the expiration of the applicable statute of limitations plus a period of thirty (30) days.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything Each representation, warranty, covenant and agreement contained herein and any certificate required to be delivered under this Agreement related to any such representation, warranty, covenant or agreement will survive the contrary Closing and continue in this Agreementfull force and effect; provided, however, that (i) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i), other than with respect to a claim relating to a Fundamental Representation, may be made on or before the date that is twelve (12) months after the Closing Date and not thereafter, (ii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i) relating to a breach of Section 4.1 (Organization), Section 4.2 (Due Authorization), Section 4.5 (Capitalization), Section 4.12 (Taxes), Section 4.13 (Brokers’ Fees), the right first sentence of AsiaInfo Section 4.15 (Title to Assets), and Section 4.26 (Solvency) (collectively, the “Fundamental Representations”) may be made on or Linkage before the date that is the later of (A) five (5) years after the Closing Date or (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter, (iii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(ii) or a Seller Indemnified Party under Section 10.2(b)(ii) may be made on or before the date that is eighteen (18) months after the Closing Date and not thereafter (except that such covenants and agreements to be performed following the Closing shall survive the Closing and continue thereafter in accordance with their terms), (iv) any claim by a Purchaser Indemnified Party under Sections 10.2(a)(iii) through (v) may be made on or before the date that is the later of (A) five (5) years after the Closing Date or (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter and (v) any claim by a Purchaser Indemnified Party relating to Fraud may be made at any time following the Closing and the Purchaser Indemnified Parties shall be entitled to indemnification therefor under this Article X indefinitely. The Liability of an indemnifying Party with respect to any indemnification claim timely made hereunder shall continue until the indemnifying Party’s Liability therefor has been finally determined and fully satisfied. The Purchaser Indemnified Parties’ rights to indemnification or payment of Damages under this Article X or any of their other remedies at any time will rights shall not be affected in any way by any investigation conducted or knowledge acquired (whether actualor capable of being acquired) by, constructive on behalf of or imputed) acquired for the benefit of Purchaser at any time by such party time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of of, or compliance with or performance of any representationwith, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.3, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of the representations and warranties and covenants and agreements contained Seller in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification set forth in Section 8.2 and Section 8.3.
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Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to the contrary in this Agreement, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The All representations, warranties, covenants and agreements of Linkageset forth in this Agreement, the Key Linkage Shareholders and AsiaInfo contained other Transaction Documents or in any writing or certificate expressly required to be delivered pursuant to this Agreement will shall survive the Closing (aDate. Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 6.2(a)(i) indefinitely with respect or Section 6.2(b)(i) unless written notice of a claim thereof is delivered to the representations and warranties contained in Sections 2.3other Party prior to the Applicable Limitation Date. For purposes of this Agreement, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until term “Applicable Limitation Date” shall mean the eighteen (18) 12-month anniversary of the Closing Date; provided that the Applicable Limitation Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior with respect to the Closing, or following Losses shall be as follows: (di) with respect to each other covenant any Loss arising from or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is related to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification Sellers set forth in Section 8.2 3.1 (Authorization of Transaction), Section 3.2 (Absence of Conflicts), Section 3.4(a) (Title to Purchased Assets); and Section 8.33.6 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever), (ii) with respect to any Loss arising from or related to a breach of the representations and warranties of Sellers set forth in Section 3.4(b) (Condition of Property), the Applicable Limitation Date shall be the 10th day after the Exit Date, and (iii) with respect to any Loss arising from or related to a breach of the representations and warranties of Buyer set forth in Section 4.1 (Organization and Corporate Power), Section 4.2 (Authorization of Transaction) and Section 4.6 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever).
Appears in 1 contract
Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything any right of Purchaser (whether or not exercised) to investigate the contrary affairs of the Company and the Subsidiaries or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers and Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of AsiaInfo or Linkage to indemnification or the other remedies at any time will not be affected contained in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any conditionthis Agreement. The representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders Sellers and AsiaInfo Purchaser contained in this Agreement will survive the Closing (a) indefinitely with respect to (i) the representations and warranties contained in Sections 2.32.02, 2.4(a2.04, 2.05 (but only insofar as it relates to the capital stock of the Subsidiaries), 2A.1 2.24, 2.33, 3.02 and 2A.23.08 and (ii) the covenants and agreements contained in Sections 1.05, 3.24.09, 3.3(a) 14.03 and 3.3(b), 14.05; (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by (i) Section 2.15 2.13 and Article VIII, (ii) (insofar as they relate to ERISA or the Code) Section 3.13, 2.16 and Article IX and (iii) Section 2.26; (c) until the eighteen (18) month second anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, Closing or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, until sixty (60) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except ; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) Article XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time resolved as provided in respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification set forth in Section 8.2 and Section 8.3Article XI.
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Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to the contrary in this Agreement, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The All representations, warranties, covenants and agreements of Linkageset forth in this Agreement, the Key Linkage Shareholders and AsiaInfo contained Transaction Documents or in any writing or certificate delivered in connection with this Agreement will or the transactions contemplated by this Agreement shall survive the Closing Date except (a) indefinitely with respect and the only to the representations and warranties contained in Sections 2.3extent) as otherwise provided below. Notwithstanding the foregoing, 2.4(a)no Party shall be entitled to recover for any Loss pursuant to Section 6.2(a)(i)(A) or Section 6.2(a)(ii)(A) unless written notice of a claim thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), the term “Applicable Limitation Date” shall mean the twenty-four (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (1824) month anniversary of the Closing Date; provided, however, that the Applicable Limitation Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior with respect to the Closing, or following Losses shall be as follows: (di) with respect to each other covenant any Loss arising from or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is related to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications Principal and limitations with respect to indemnification Seller set forth in Section 8.2 3.9 (Taxes) or Section 3.16 (Employee Benefit Plans), the Applicable Limitation Date shall be the 30th day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the Tax which gave rise to such Loss, (ii) with respect to any Loss arising from or related to a breach of the representations and warranties of the Principal and Seller set forth in Section 8.33.1 (Organization and Corporate Power), Section 3.2 (Authorization of Transactions), Section 3.3 (Capitalization), Section 3.7(b) (Redemption of Stock and Payment of Dividends), Section 3.19 (Affiliate Transactions), Section 3.22 (Indebtedness), Section 4.1 (Authorization of Transactions), or Section 4.3 (Shares), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever), (iii) with respect to any Loss arising from or related to a breach of the representations and warranties of the Company and Seller set forth in Section 3.21 (Environmental), the Applicable Limitation Date shall be the fifth anniversary of the Closing Date and (iv) with respect to any Loss arising from or related to a breach of the representations and warranties of Buyer set forth in Section 5.2 (Authorization of Transactions), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever).
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Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to The representations and warranties of the contrary in this AgreementCompany, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants Vendors and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo Buyer contained in this Agreement will shall survive the closing of the Acquisition and continue until 11:59 p.m. Ottawa time on the day which is eighteen (18) months after the date on which the Closing occurs (the “Expiration Date”); except for: (a) indefinitely with respect to the representations and warranties contained of the Company set forth in Sections 2.3, 2.4(aSection 3.9 (Taxes), 2A.1 which shall survive until the date that is ninety (90) days following the last day upon which any of the relevant Tax Authority is entitled to assess or reassess the Company or any Subsidiary with respect to any Tax, for any taxation year ending on or before the Closing Date or related to the portion of any straddle period up to the Closing Date, and 2A.2if any assessment or reassessment is made by the Relevant Tax Authority with respect to any such taxation year or portion of any straddle period up to the Closing Date, 3.2, 3.3(a) and 3.3(b), until such time that the relevant Tax Authority may raise claims against the Company or any of its Subsidiaries with respect to such assessment or reassessment; (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification Company set forth in Section 8.2 3.17 (Intellectual Property), which shall survive until the date that is 24 months after the date on which the Closing occurs; and (c) any of the representations and warranties of the Company set forth in Sections 3.1 (Organization and Qualification), 3.2 (Authority Relative to this Agreement), 3.3 (Company Shares) and 3.4 (No Subsidiaries) (collectively, the “Fundamental Company Reps”) or the Vendors set forth in Sections 2.1 (Organization), 2.2 (Power; Authorization), 2.3 (Title to Company Shares), which shall survive until the lapse of the applicable limitation period under the Limitations Act, 2002 (Ontario); and no claim for indemnification pursuant to this Article 8 may be made after such dates. Nothing in this Section 8.38.1 or any other provision of this Agreement (i) shall be construed to limit the survival of any representation or warranty of any Person other than Buyer, the Vendors and the Company set forth in any of the Ancillary Agreements, which shall survive the closing of the Acquisition and continue for the time periods set forth therein (or, if no time period is set forth therein, the applicable limitation period under the Limitations Act, 2002 (Ontario), or (ii) shall be construed to limit the survival of any covenant or agreement of the Buyer, the Vendors, the Company or any other Person contained in this Agreement or any of the Ancillary Agreements, which shall survive the closing of the Acquisition and continue for the time periods set forth therein (or, if no time period is set forth herein or therein, the applicable limitation period under the Limitations Act, 2002 (Ontario)), other than covenants and agreements of the Company, the Vendors and Buyer which by their terms are to be wholly performed prior to the Closing.
Appears in 1 contract
Samples: Share Purchase Agreement (Magal Security Systems LTD)
Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything to the contrary in this Agreement, the right of AsiaInfo or Linkage to indemnification or other remedies at any time will not be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The All representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo contained set forth in this Agreement will shall survive the Closing (a) indefinitely with respect to Date. Notwithstanding the representations and warranties contained in Sections 2.3foregoing, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make recover for any Losses pursuant to Section 7.1 or Section 7.2 unless written notice of a claim at thereof is delivered to the other Party prior to the Applicable Limitation Date. For purposes of this Agreement, the term “Applicable Limitation Date” shall mean the first anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any time in respect of any Losses arising from or related to a breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification Seller set forth in Section 8.2 3.16 (Taxes), the Applicable Limitation Date shall be the 30th day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the Tax which gave rise to such Loss, (ii) with respect to any Losses arising from or related to a breach of the representations and warranties of the Seller set forth in Section 3.1 (Organization and Corporate Power), Section 3.2 (Authorization of Transactions), Section 3.3 (Absence of Conflicts), Section 3.11 (Title), and Section 8.33.10 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever), (iv) with respect to any Losses arising from or related to a breach of the representations and warranties of the Buyer set forth in Section 4.2 (Authorization of Transactions) and Section 4.4 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever) and (v) for third party claims arising under Section 7.1(a)(iv) or Section 7.2(iv), the Applicable Limitation Date shall be the fourth anniversary of the Closing Date.
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Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything Each representation, warranty, covenant and agreement contained herein and any certificate required to be delivered under this Agreement related to any such representation, warranty, covenant or agreement will survive the contrary Closing and continue in this Agreementfull force and effect; provided, however, that (i) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i), other than with respect to a claim relating to a Fundamental Representation, may only be made on or before the date that is twelve (12) months after the Closing Date, (ii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(i) relating to a breach of Section 4.1(Organization), Section 4.2 (Due Authorization), Section 4.4 (Capitalization), Section 4.10 (Brokers’ Fees) and Section 4.14 (Solvency) (collectively, the right “Fundamental Representations”) may be made on or before the date that is the later of AsiaInfo (A) five (5) years after the Closing Date or Linkage (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter, (iii) any claim by a Purchaser Indemnified Party under Section 10.2(a)(ii) or a Seller Indemnified Party under Section 10.2(b)(ii) may be made on or before the date that is eighteen (18) months after the Closing Date and not thereafter (except that such covenants and agreements to be performed following the Closing shall survive the Closing and continue thereafter in accordance with their terms), (iv) any claim by a Purchaser Indemnified Party under Sections 10.2(a)(iii) through (v) may be made on or before the date that is the later of (A) five (5) years after the Closing Date or (B) sixty (60) days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations), and not thereafter and (v) any claim by a Purchaser Indemnified Party relating to Fraud may be made at any time following the Closing and the Purchaser Indemnified Parties shall be entitled to indemnification therefor under this Article X indefinitely. The Liability of an indemnifying Party with respect to any indemnification claim timely made hereunder shall continue until the indemnifying Party’s Liability therefor has been finally determined and fully satisfied. The Purchaser Indemnified Parties’ rights to indemnification or payment of Damages under this Article X or any of their other remedies at any time will rights shall not be affected in any way by any investigation conducted or knowledge acquired (whether actualor capable of being acquired) by, constructive on behalf of or imputed) acquired for the benefit of Purchaser at any time by such party time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of of, or compliance with or performance of any representationwith, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants and agreements of Linkage, the Key Linkage Shareholders and AsiaInfo contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.3, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time in respect of any breach of the representations and warranties and covenants and agreements contained Seller in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations with respect to indemnification set forth in Section 8.2 and Section 8.3.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (HG Holdings, Inc.)
Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything (a) The representations and warranties made by Seller, Parent and Buyer in this Agreement and in any certificate or other writing delivered by or on behalf of Seller, Parent and Buyer pursuant to the contrary in terms of this Agreement, Agreement shall survive the right Closing until (and claims based upon or arising out of AsiaInfo or Linkage to indemnification or other remedies such representations and warranties may be asserted at any time will not before) one (1) year after the Closing Date; provided, however, that the representations or warranties contained in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2 (Authority; No Conflict; Required Filings and Consents), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes), Section 4.19 (Brokers), Section 5.1 (Organization), Section 5.2 (Authority; No Conflict; Required Filings and Consents) and Section 5.8 (Brokers) shall survive the Closing until, and may be affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired asserted at any time by such party with respect to the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any condition. The representations, warranties, covenants and agreements of Linkageprior to, the Key Linkage Shareholders and AsiaInfo contained in this Agreement will survive later of the Closing date that is forty-five (a45) indefinitely with respect to the representations and warranties contained in Sections 2.3, 2.4(a), 2A.1 and 2A.2, 3.2, 3.3(a) and 3.3(b), (b) until sixty (60) calendar days after the expiration of all the statute of limitations (giving effect to any waiver, mitigation or extension thereof mutually agreed to by the Parties) applicable statutes of limitation thereto and the date that is forty-five (including all periods of extension, whether automatic or permissive45) with respect to matters covered by Section 2.15 and Section 3.13, (c) until days after the eighteen (18) month third anniversary of the Closing Date in the case of all other representations and warranties and any covenant or agreement to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (d) with respect to each other covenant or agreement of Linkageany given representation and warranty, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following “Survival Period”). The expiration of the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (d) above will continue to survive (but solely Survival Period with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) given representation and warranty provided herein shall have been timely given under Section 8.3(a) on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage not affect a Party shall be entitled to make a claim at any time in respect of any breach claim asserted by such Party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the representations and warranties and covenants and agreements contained Survival Period provided in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations Agreement with respect to indemnification set forth in Section 8.2 such representation and Section 8.3warranty.
Appears in 1 contract
Samples: Stock Purchase Agreement (Monarch Casino & Resort Inc)
Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding anything any right of Buyer (whether or not exercised) to investigate the contrary affairs of any of Target or the Shareholders or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this AgreementAgreement or any Ancillary Agreement or any waiver of any provision hereof, Buyer, on the one hand, and Target and Shareholders, on the other, have the right to rely fully upon the representations, warranties, covenants and agreements of AsiaInfo or Linkage to indemnification or the other remedies at any time will not be affected contained in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to this Agreement and the accuracy or inaccuracy of or compliance with or performance of any representation, warranty, covenant, agreement or obligation or by the waiver any conditionAncillary Agreements. The representations, warranties, covenants and agreements of Linkage, Target the Key Linkage Shareholders and AsiaInfo Buyer contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.3, 2.4(a3.1 (Organization and Good Standing; Qualification), 2A.1 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and 2A.2, 3.2, 3.3(aValidity) and 3.3(b3.34 (Disclosure) (as it relates to such Sections) and Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization), (b) until the third anniversary of the Closing Date with respect to all other representations and warranties and any covenant or agreement to be performed in whole or in part on or prior to the Closing and (c) until sixty (60) calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 2.15 and Section 3.13, (c) until the eighteen (18) month anniversary of the Closing Date in the case of all other representations and warranties contained in Sections 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.29 (Environmental Matters) and any covenant or agreement 3.34 (Disclosure) (as it relates to be performed by Linkage, the Key Linkage Shareholders or AsiaInfo in whole or in part on or prior to the Closing, or (dsuch Sections) with respect to and each other covenant or agreement of Linkage, the Key Linkage Shareholders or AsiaInfo contained in this Agreement, following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely, except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b), (c) or (dc) above will continue to survive (but solely with respect to the matters set forth in such Claim Notice or Indemnity Notice) if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given under Section 8.3(a) Article 10 hereof on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved. For the avoidance of doubt, subject to the provisions of Section 8.1, any Linkage Party shall be entitled to make a claim at any time resolved as provided in respect of any breach of the representations and warranties and covenants and agreements contained in this Agreement. Any such claim by a Linkage Party shall not be subject to any of the qualifications and limitations Article 10 hereof but only with respect to indemnification set forth matters described in Section 8.2 and Section 8.3the Claim Notice or Indemnity Notice.
Appears in 1 contract
