Common use of SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE Clause in Contracts

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. EXCEPTIONS. All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedules, the supplements to the Disclosure Schedules, 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; provided that Seller and Buyer shall each sign a certificate at Closing disclosing whether such party has Knowledge with respect to the inaccuracy of or noncompliance with any representation, warranty, covenant, or obligation by the other party. 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 NOT AFFECTED BY KNOWLEDGE. EXCEPTIONS. All representations, representations warranties, covenants, and obligations in this AgreementAgreement and the Schedules attached hereto, and the Disclosure Schedules, the supplements certificates delivered pursuant to the Disclosure SchedulesSECTION 2.06 hereof, and any other certificate or document delivered pursuant to this Agreement will shall survive the Closing. The right of any party hereto 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; provided that Seller and Buyer shall each sign a certificate at Closing disclosing whether such party has Knowledge with respect to the inaccuracy of or noncompliance with any representation, warranty, covenant, or obligation by the other party. The waiver of any condition based on upon the accuracy of any representation or warranty, or on upon the performance of or compliance with any covenant or obligation, will not affect the right of any party hereto to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. EXCEPTIONS. All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesLetter, the supplements to the Disclosure SchedulesLetter, the certificates delivered pursuant to Sections 7.3 and 8.3, and any other certificate or document delivered pursuant to this Agreement will survive the ClosingClosing in accordance with Section 10.4. The right to indemnification, payment of Damages or any 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; provided that Seller and Buyer shall each sign a certificate at Closing disclosing whether such party has Knowledge with respect to the inaccuracy of or noncompliance with any representation, warranty, covenant, or obligation by the other party. 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 any other remedy based on such representations, warranties, covenants, and obligations. Any indemnity payment made pursuant to Section 10.2 or 10.3 shall be treated by Buyer and Sellers as an adjustment to the Purchase Price.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. EXCEPTIONS. All Subject to the provisions of Section 10.4 below, all representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesLetter, the supplements to the Disclosure SchedulesLetter, the certificate delivered pursuant to Section 2.4(a)(iv), 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 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; provided that Seller and Buyer shall each sign a certificate at Closing disclosing whether such party has Knowledge with respect to the inaccuracy of or noncompliance with any representation, warranty, covenant, or obligation . Unless otherwise agreed upon in writing by the other party. The parties hereto, 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 NOT AFFECTED BY KNOWLEDGE. EXCEPTIONS. All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedules, the supplements to the Disclosure Schedules, the certificates delivered pursuant to Section 7.4.3 and 8.4.3, and any other certificate or document delivered pursuant to this Agreement will survive the ClosingClosing and the consummation of the Contemplated Transactions hereby (and any examination or investigation by or on behalf of any party hereto) until the expiration of any applicable statute of limitations. A claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. The right to indemnification, payment of Damages 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 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; provided that Seller and Buyer shall each sign a certificate at Closing disclosing whether such party has Knowledge with respect to the inaccuracy of or noncompliance with any representation, warranty, covenant, or obligation by the other party. 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 Damagesdamages, or other remedy based on such representations, warranties, covenants, and obligations.