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 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, 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 Closing certifications made by each of Seller, Parent and Buyer in this Agreement, the Bill of Sale and the Assignment and Assumption Agreement shall survivx xxe execution and delivery of this Agreement and the Closing hereunder for a period of twelve (12) months following the Closing Date (the "Escrow Period"), except that (a) the COBRA obligations in Section 6.2(b)(ii) shall survive for the period COBRA coverage is required to be provided by Code Section 4980B, (b) the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, and Section 4.8, Section 5.1, Section 5.2, and Section 5.4, shall survive the Closing without time limit, (c) the representations and warranties contained in Section 4.22, Section 4.23, Section 4.24, Section 4.25, Section 4.26, Section 4.27 Section 4.13, Section 4.14, and Section 4.15, and Claims arising under Article IX shall expire on the first day immediately after the last day of the shortest applicable federal or state statute of limitations relating to the regulatory matters addressed in such representations and warranties (i.e., without regard to the statute of limitations for the bringing of contract claims by Buyer) or if there is no applicable statue of limitations, then three (3) years following the Closing Date, (d) Claims related to Seller's fraud in connection with this transaction shall survive without time limit, (e) Claims related to Section 8.2(c) or (d) or Section 8.3(c) or (d) shall survive without time limit, and (f) Claims with respect to covenants to be performed post-Closing shall survive for a period of twelve (12) months following the last date the applicable covenant required performance. There shall be no termination of any representations, warranties, covenants, agreements or Closing certifications, as applicable, as it relates to a Claim asserted prior to the termination of such survival period.
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.
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. (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.
(b) Sellers’ representations and warranties regarding Environmental Matters in Section 3.10 shall survive the Closing and continue in full force and effect until the 2-year anniversary of the Closing.
(c) Sellers’ Fundamental Representations and Warranties (other than the representations and warranties regarding Taxes in Section 3.18) shall survive the Closing and continue in full force and effect in perpetuity.
(d) Buyers’ representations and warranties in Sections 4.01, 4.02 and 4.03 shall survive the Closing and continue in full force and effect in perpetuity.
(e) Each Party’s covenants and obligations shall survive the Closing and continue in full force and effect in perpetuity, unless their terms state otherwise.
(f) Except for the matters described in Sections 9.01(a), (b), (c), (d) and (e), all representations and warranties herein or in any certificates or documents delivered pursuant hereto shall survive the Closing and continue in full force and effect until the 1-year anniversary of the Closing Date.
(g) Any and all claims for indemnification under this Article IX shall be subject to the provision of proper notice as specified in Sections 9.06 and 9.07, and must be made by the Party claiming such right to indemnification within 60 days following the expiration of the applicable representation, warranty, covenant or obligation hereunder.
(h) The Parties agree to treat any indemnification payment made pursuant to this Article IX as an adjustment to the Purchase Price for federal, and applicable state and local, income Tax purposes.
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. (a) The representations and warranties of the Seller and the Buyer set forth in this Agreement, the Seller Certificate and the Buyer Certificate shall survive the Closing and the consummation of the transactions contemplated hereby and continue for 18 months following the Closing Date, at which time they shall expire. Notwithstanding the foregoing, (i) the representations and warranties of the Seller contained in Sections 2.1, 2.2 and 2.3 and of the Buyer contained in Sections 3.1 and 3.2 shall survive the Closing and the consummation of the transactions contemplated hereby without limitation, and (ii) the representations and warranties of the Seller contained in Sections 2.8, 2.17, 2.18 and 2.21 shall survive for the applicable statute of limitations plus 60 days.
(b) If an indemnification claim is properly asserted in writing pursuant to Section 6.3 prior to the expiration as provided in Section 6.4(a) of the representation or warranty that is the basis for such claim, then such representation or warranty shall survive until, but only for the purpose of, the resolution of such claim.
(c) Notwithstanding anything to the contrary contained herein, any claims for indemnification pursuant to Sections 6.1(d) or 6.1(e) must be made by the Buyer within the statute of limitations applicable to the customer contract which is the subject of such claim.
(d) Notwithstanding anything to the contrary contained herein, the Buyer shall not be entitled to indemnification under this Article VI with respect to any events or developments disclosed to the Buyer in an update to the Disclosure Schedule pursuant to Section 4.5 hereof.
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.
