Survival; Right to Indemnification. All representations, warranties, covenants, and obligations in this Agreement, the certificates delivered pursuant to Section 5 hereof, and any other certificate or document delivered pursuant to this Agreement will survive the Closing. 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 or damages, or other remedy based on such representations, warranties, covenants, and obligations.
Survival; Right to Indemnification. All representations and warranties of each Company and each Securityholder shall survive the Closing and shall expire twelve (12) months following the Closing; provided, however, that (i) the representations and warranties contained in Sections 3.1 (Ownership of Stock), 3.2 (Authorization and Validity of Agreement), 4.1 (Existence and Good Standing of Each Company; Authorization), 4.2 (Capitalization) and 4.18 (Broker’s or Finders’ Fees) (the “Company Base Core Representations”) shall survive until the third anniversary of the Closing Date; and the representations and warranties contained in Section 4.11 (Taxes) shall survive until the expiration of 30 days following the third anniversary of the filing of any Tax Return pertaining to, or required to be filed with respect to, a Pre-Closing Period (together with the Company Base Core Representations, the “Company Core Representations”). The representations and warranties of the Purchaser and the Transitory Subsidiary shall terminate at the Closing, except that (i) those representations and warranties contained in Sections, 5.3 (SEC Documents and Other Reports), 5.4 (Capitalization), 5.7 (Purchaser Common Stock), 5.8 (Litigation), 5.10 (Financial Statements), 5.11 (Taxes) and 5.12 (Compliance with Laws; Permits) shall survive the Closing and shall expire twelve (12) months following the Closing and (ii) those representations and warranties contained in 5.1 (Existence and Good Standing of Purchaser and Transitory Subsidiary; Authorization), 5.2 (Consents and Approvals; No Violations) and 5.9 (Brokers’ or Finders’ Fees’) (the “Purchaser Core Representations”) shall survive the Closing and shall survive until the third anniversary of the Closing Date. Following the Closing, the exclusive remedy pursuant to this Agreement in connection with the Merger and the other transactions contemplated hereby based upon the survival of such representations and warranties will be the rights to indemnification, payment of Damages and other remedies provided by this ARTICLE IX, except that Purchaser acknowledges that a breach of Section 5.3 may give rise to a claim under applicable federal and state securities laws.
Survival; Right to Indemnification. All representations, warranties, covenants and obligations in this Agreement, and any other certificate or document delivered pursuant to this Agreement, shall survive the Closing. If a party waives any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, such party's right to indemnification, payment of Damages or other remedy based on a Breach of such representations, warranties, covenants and obligations is waived only to the extent of the party's Knowledge of facts and circumstances at the time the Breach is waived.
Survival; Right to Indemnification. All of the representations, warranties, covenants, agreements, and obligations set forth and contained in this Agreement (including, without limitation, the indemnification obligations provided for herein) shall survive the Closing hereunder, but with respect to the representations and warranties, (i) those set forth and contained in Sections 5.8 and 5.10(c) shall survive the Closing Date until the date that all claims against Purchaser which could give rise to claims for indemnification based upon, arising out of, or otherwise in respect of any such representations and warranties are barred by all applicable statutes of limitations, (ii) those set forth and contained in Sections 5.1, 5.2, 5.4, 5.7, 5.9, 5.12, 5.13, 5.14, 6.1, 6.2, and 6.3 shall survive the Closing Date until the expiration of the statute of limitations applicable to the matters set forth therein as set forth in the applicable statutes of limitations, and (iii) all other representations and warranties of Seller, Owner, and Purchaser set forth and contained in this Agreement shall survive for a period of three (3) years after the Closing Date. The right to indemnification, payment of damages or other remedies based on such representations, warranties, covenants and obligations will not be affected by the Closing, or by any earlier termination of this Agreement, or by any investigation conducted by any Person with respect to, or any knowledge acquired by any Person 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 remedies provided in this Section 11 shall not be exclusive of or limit any other remedies that may be available to any party, whether at law, in equity, by contract or otherwise. To be abundantly clear, the terms of Sections 2.5, 7.4, 7.5, 7.6, 7.7, 8.1, 8.2, 8.3, 8.6, and 8.7 and Articles 10, 11, 13, 14, and 15 shall survive the Closing and/or the termination of this Agreement.
Survival; Right to Indemnification. All representations and warranties in this Agreement, and in any certificate or document delivered pursuant to this Agreement, and a party’s right to recover Damages resulting from a breach of a representation or warranty or otherwise, shall survive Closing for a period of forty (40) months following the Closing Date; provided, however, the representations and warranties contained in Section 3.4, Section 3.8(b), Section 3.14 and Section 4.3 (the “Specified Representations”) shall survive until expiration of the applicable statue of limitations.
Survival; Right to Indemnification. All representations, warranties, covenants, and obligations in this Agreement and any other certificate or document delivered pursuant to this Agreement will survive the Closing for up to two (2) years except for those liabilities arising from or in connection with the representations and warranties contained in Sections 3.11 and 4.6 with respect to the taxes and Sections 3.19 and 4.16 with respect to the environmental matters for which such indemnifications shall survive pursuant to its applicable statute of limitations. The right to indemnification, payment of Damages or other remedies based on any Breach of such representations, warranties, covenants, and obligations will not be affected by any investigation conducted 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.
Survival; Right to Indemnification. All representations, warranties, covenants, and obligations in this Agreement and any other certificate or document delivered pursuant to this Agreement will survive the Closing. 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 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.
Survival; Right to Indemnification. All representations, warranties, covenants and obligations of the parties contained in this Agreement and in any document or instrument executed and delivered in connection herewith will survive the Effective Date, regardless of any investigation made by the parties hereto. This Section 4.1 shall have no effect upon any other obligation of the parties hereto, whether to be performed before or after the Effective Date. The right to indemnification, payment of Damages (as defined in Section 4.2), or other remedy based on any representation, warranty, covenant or obligation of a party hereunder are 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 Effective Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation.
Survival; Right to Indemnification. (a) Sellers’ representations and warranties regarding Taxes in Section 3.18 shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations related to such Tax matter or Tax Liability, as the case may be, plus 90 days.
Survival; Right to Indemnification. The representations and warranties herein shall survive the Closing until the date that is [*] after the Closing Date and any indemnification or other claim with respect thereto shall be brought within [*] thereafter, provided, however, the representation and warranties provided pursuant to Sections 9.1, 9.2.3, and 9.2.7 shall survive until the date that is [*] days following the expiration of the applicable statute of limitations. The covenants and other agreements made by the Parties herein shall survive in accordance with their respective terms and if no specific term is provided, in perpetuity.
