Survival of Terms Indemnification. 41 11.1 Survival................................................................41 11.2 Indemnification by the Sellers..........................................42 11.3 Indemnification by the Purchaser........................................42 11.4 Limitation on Indemnification...........................................43 11.4
Survival of Terms Indemnification. 7 8.1 Survival........................................................7 8.2
Survival of Terms Indemnification. 7.1 Survival and Release.
(a) Except for the representations and warranties contained in Section 3.2, 3.3, 3.5 4.2, and 4.3 hereof, which shall survive indefinitely, the representations, warranties, covenants and agreements of each of the Parties contained in this Agreement shall survive the Closing for a period of one (1) year. In the event that the Purchaser seeks any remedies or asserts any cause of action to recover any damages sustained by the Purchaser as a result of the breach or alleged breach by any Seller Party, such damages shall not exceed 100% (one-hundred percent) of the aggregate amounts paid by the Purchaser to the Seller Parties hereunder. In the event that a Seller Party seeks any remedies or asserts any cause of action to recover any damages sustained by that Seller Party as a result of the breach or alleged breach by the Purchaser, the aggregate of all such damages to be paid to the Seller Parties under this Agreement shall not exceed 100% (one-hundred percent) of the aggregate amounts paid by the Purchaser to Seller hereunder.
(b) Each Seller Party, for itself and its respective successors and assigns, hereby waives, releases and forever discharges each of the DR Subsidiaries to be acquired by the Purchaser pursuant to the DR Subsidiary SPA from any and all claims, obligations, demands, actions, causes of action and liabilities, of whatsoever kind and nature, character and description of facts and circumstances preceding the Closing Date other than claims, obligations, demands, actions, causes of action other than those (i) arising out of this Agreement and (ii) arising out of or related to a claim by a third party against a Seller Party.
Survival of Terms Indemnification. Section 11.1 Survival; Limitations Section 11.2 Escrow of Liquid Assets Section 11.3 Indemnification by the Sellers Section 11.4 Indemnification by the Purchaser
Survival of Terms Indemnification. 44 Section 11.1 SURVIVAL; LIMITATIONS...................................44 Section 11.2
Survival of Terms Indemnification. Survival 15 Section 8.2 Indemnification by the Stockholders 15 Section 8.3 Indemnification by HomeCom 16 Section 8.4 Third Party Claims 17
Survival of Terms Indemnification. 54 Section 8.1 Survival...........................................54 Section 8.2 Indemnification by the Seller......................55 (a) Misrepresentation or Breach...................55 (b) Taxes.........................................56 (c) Pre-Closing Claims............................56 (d) Xxxxxx Related Matters........................57 (e) Related Expenses..............................57 Section 8.3 Indemnification by the Purchaser...................57 (a) Misrepresentation or Breach...................57 (b) Taxes.........................................58 (c) Post-Closing Claims...........................58 (d) Goodwill Purchase Agreement...................58 (e)
Survival of Terms Indemnification. 13.1 Survival; Knowledge. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) all representations and warranties shall survive and continue until eighteen (18) months from the Closing Date (the "Anniversary Date"), except for representations and warranties for which a claim for indemnification hereunder (an "Indemnification Claim") shall be pending as of the Anniversary Date, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof.
Survival of Terms Indemnification. 48 Section 8.1 Survival....................................................48 Section 8.2 Indemnification by the Sellers..............................48 (a) Misrepresentation or Breach............................49 (b) Taxes..................................................49 (c)
Survival of Terms Indemnification. 21 11.1 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 11.2
