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.
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Samples: Asset Purchase Agreement
