Survival Remedies. Each Stockholder's covenants under this Agreement shall survive termination of his or her equity owner status or employment with the Medical Group. Each Stockholder acknowledges that a breach or threatened breach by such Stockholder of this Agreement will cause irreparable damage and material loss to BMJ and the Medical Group and that a remedy at law for any breach or threatened breach of the provisions of this Agreement would be inadequate and therefore agrees that each of the Medical Group and BMJ shall be entitled to injunctive relief; provided, however, that nothing contained herein shall be construed as prohibiting the Medical Group or BMJ from pursuing any other remedies available for any such breach or threatened breach.
Survival Remedies. 70 11.1 Survival of Representations, Warranties Covenants and Agreements.................................................70 11.2 Exclusive Remedy...........................................70 11.3 Nonrecourse................................................70
Survival Remedies. All representations, warranties, covenants and agreements of Acquiror, Newco, Boxing and the Stockholders contained in or made pursuant to this Agreement shall survive the Merger Closing for a period of two (2) years. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations. The rights and remedies of the parties to this Agreement are cumulative, not alternative. In addition to their respective rights to damages or other remedies they may have, and without limitation thereof, Acquiror, Newco, Boxing and the Stockholders shall have the right to obtain injunctive relief to restrain any breach or otherwise to specifically enforce the provisions of this Agreement, it being agreed by the parties that money damages alone would be inadequate to compensate any party hereto for such breach or other failure to perform the obligations of any other party to this Agreement.
Survival Remedies. (a) All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, and any certificate, document, or other writing delivered pursuant to this Agreement will survive the Closing and the consummation and performance of the Contemplated Transactions.
(b) The right to indemnification, payment, reimbursement, or other remedy based upon any such representation, warranty, covenant, or obligation will not be affected by any investigation (including any environmental investigation or assessment) conducted or any Knowledge acquired at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, such representation, warranty, covenant, or obligation.
(c) The waiver of any condition relating to any representation, warranty, covenant, or obligation will not affect the right to indemnification, payment, reimbursement, or other remedy based upon such representation, warranty, covenant, or obligation.
Survival Remedies. (a) Except as set forth in the next sentence, it is understood and agreed that the representations, warranties and covenants set forth in this Agreement, or in any certificate or instrument delivered in connection with this Agreement, shall survive the Closing for a period of two (2) years. The foregoing notwithstanding, the representations and warranties set forth in Section 4.2(b) and the covenants set forth in this Agreement which by their terms extend beyond two (2) years after the Closing (including the obligations of the Parties pursuant to Sections 6.3, 6.4 and 6.5 with respect to Tax payments, public announcements and Confidential Information) shall survive the Closing, shall inure to the benefit of each Buyer and Seller, as the case may be, and any assignee thereof without limitation. Subject to the provisions of this Section 7.6 and the limitations in Sections 7.1 and 7.2, all obligations of an Indemnifying Party to indemnify an Indemnified Party under this Article 7 shall survive the Closing or any termination of this Agreement.
(b) Except as otherwise expressly provided, the rights and remedies set forth in this Agreement are cumulative and are not exclusive of any rights or remedies that either Party may otherwise have at law or equity; provided, that any claim or action based on termination caused by the failure of either Party to fulfill the conditions precedent set forth in this Agreement shall be brought solely against such Party. Except as otherwise expressly provided herein, the sole and exclusive remedy of either Party for any claims with respect to the matters set forth in this Agreement or with respect to any of the documents contemplated hereby shall be the indemnification and other rights set forth in this Article 7.
Survival Remedies. (a) The parties hereto agree that the representations, warranties, obligations and covenants contained in this Agreement shall survive the Closing Date for a period of five (5) years thereafter; provided, however, that in the event a claim for indemnification is made or a notice of claim is given prior to the expiration date, the indemnification obligation shall continue until the applicable claim has been finally resolved.
(b) In addition to any other remedy to which any Purchaser shall be entitled, whether at law or in equity, and notwithstanding any applicable statute of limitations, each Purchaser shall have the right to rescind the purchase of Series D Shares and/or Exchange Series D Shares from the Company and/or any Shareholder, at a price per share of $1.20, in the event of any material breach by the Company and/or such Shareholder of any representation and warranty made by it hereunder.
Survival Remedies. Employee's duties under sections 5.2, 5.3, 5.4, 5.5, and 5.6 of this Agreement shall survive termination of this Agreement and Employee's employment with the Company. Employee acknowledges that a remedy at law for any breach or threatened breach by Employee of the provisions of this Agreement may be inadequate and Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.
Survival Remedies. All representations and warranties made herein and in the Exhibits and Schedules attached hereto shall survive for a period of one year following the Closing. In the event of material breach of any warranty or any material misrepresentation contained in this Agreement, which shall not be willful, the sole remedy of the non-breaching party shall be rescission of this Agreement.
Survival Remedies. The representations and warranties contained in this Section 5 shall survive the Closing Date and shall continue in full force and effect until the consummation of the Second Closing. Except for cases of fraud, the sole and exclusive remedy of Parent after the Closing with respect to any claim, loss, liability, damage, deficiency, cost or expense (a "Loss") resulting from the breach of representation or warranty by the Company pursuant to this Agreement shall be to offset the amount of such Loss against any Additional Consideration otherwise deliverable to the Company Stockholders, Management Stockholders and Company Optionholders; provided that such offset shall not exceed an amount (either in cash or Parent Ordinary Shares, as may be applicable to the Second Closing) equal to 50% of the Additional Consideration (deducted from each Company Stockholder, Management Stockholder and Company Optionholder pro rata, provided that each Person's obligation hereunder shall be limited to 50% of the Additional Consideration set forth opposite such Person's name on Schedule 4.1). In furtherance of the foregoing, Parent hereby waives, from and after the Second Closing, any and all rights, claims and causes of action it may have against the Company, or the Company Stockholders, or any of their respective affiliates, directors, officers or employees with respect to all Losses arising under or based upon any law, common law, equity or otherwise. In the event that the Parent shall have the right to offset a Loss in accordance with the above paragraph, and such Loss shall be offset from the Additional Consideration Shares, the price per each of the Additional Consideration Shares to be offset shall be measured in accordance with a value of $0.511 per share (the "Average Closing Price").
Survival Remedies. (a) None of the representations or warranties of the Parties set forth in this Agreement, the Related Documents or in any writing specifically required to be delivered to a Party pursuant to this Agreement shall survive the Closing Date or the consummation of the Contemplated Transactions; provided, however, that this Section 6.1(a) shall not affect the time periods during which any claim by the Purchaser may be made solely under the R&W Insurance Policy, and solely for the purposes of the R&W Insurance Policy, all such representations and warranties shall survive until the expiration of the R&W Insurance Policy pursuant to its terms. Each covenant and agreement set forth in this Agreement, the Related Documents or in any writing specifically required to be delivered to a Party pursuant to this Agreement that by its terms is to be performed or complied with, in whole or in part, following the Closing shall survive the Closing and remain in full force and effect in accordance with its respective terms until fully performed or complied with. The indemnification obligations of the Sellers under Section 6.2 shall expire on the Tax Release Date (except as set forth in Section 6.4). Each applicable survival period as provided in this Section 6.1(a) is herein referred to as an “Expiration Date.” No Party nor any of its Affiliates shall be liable for any Liabilities with respect to any representation, warranty, covenant or agreement from and after the Expiration Date applicable to such representation, warranty, covenant or agreement; provided, however, that any claim for indemnification asserted in accordance with this Article 6 or any claim for a breach of a representation or warranty in Article 2 or 3 for which the Purchaser submitted a claim for recovery under the R&W Insurance Policy (a “Claim”) prior to the applicable Expiration Date shall survive such Expiration Date if a Claim Notice regarding such Claim shall have been delivered to (i) the Party against whom such Claim is asserted (the “Indemnifying Party”) in accordance with this Article 6 or (ii) the insurer under the R&W Insurance Policy and the Sellers’ Representative pursuant to Section 6.4, in each case prior to such Expiration Date.
(b) For the avoidance of doubt, the Purchaser’s sole and exclusive source of recovery for any Liabilities due to a breach of or inaccuracy in any representation or warranty of the Sellers’ Representative, the Sellers or any Company Group Member in this Agreement, the Rel...
