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

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedules, and any other Closing certificate, agreement or opinion delivered pursuant to this Agreement will survive the Closing. The right to indemnification for Damages based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter acquired (or capable of being acquired) by a party 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.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Company Disclosure SchedulesLetter, any supplements to the Company Disclosure Letter and 11 12 any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the ClosingClosing for two years. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the any knowledge of any fact or matter acquired (or capable of being acquired) by a party 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, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the TopClick Disclosure SchedulesLetter and the Datalogic Disclosure Letters, and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the Closingthis Agreement. The right to indemnification for indemnification, payment of Damages (defined later in this Agreement) or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party at any time, whether before or after the execution and delivery of this Agreement or the Closing DateAgreement, with respect to the accuracy or inaccuracy of, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, covenants and obligations in this Agreement, the Disclosure Schedules, the supplements to the Schedules, the certificates delivered pursuant to Sections 10.1(c) and 10.2(c) and any other Closing certificate, agreement certificate or opinion ---------------- ------- document delivered pursuant to this Agreement will survive the Closing. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, covenants and obligations will not be affected by any investigation conducted by a party with respect to, to or the any knowledge of any fact or matter acquired (or capable of being acquired) by a party 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, of or compliance with, any such representation, warranty, covenant, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, warranty or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, Damages or other remedy based on such representations, warranties, covenants, covenants and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesSchedule, the certificates delivered pursuant to Section 2.3, and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the Closing. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesSchedule, the supplements to the Disclosure Schedule, and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the ClosingClosing for a period of 18 months. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, 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, covenants and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Company Disclosure SchedulesLetter, any supplements to the Company Disclosure Letter and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the ClosingClosing for two years. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the any knowledge of any fact or matter acquired (or capable of being acquired) by a party 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, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesLetter, the certificate delivered pursuant to Section 2.4(a)(v), and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the Closing. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, 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, Damages or other remedy based on such representationsrepresentation, warranties, covenants, covenants and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesSchedule, the supplements to the Disclosure Schedule, the certificate delivered pursuant to Section 8.2(a)(vi), and any other Closing certificate, agreement or opinion certificate delivered pursuant to this Agreement will survive the Closing. The right to indemnification for Damages and payment of Losses based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition to Closing 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 DamagesLosses, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedulescertificate delivered pursuant to Section 1.4(a)(iv), and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the Closing. The right to indemnification for Damages indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the any knowledge of any fact or matter acquired (or capable of being acquired) by a party 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, 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 Damagesdamages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesLetter, the certificates delivered pursuant to Section 2.4, and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the Closing. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesSchedule, the Asset Purchase Agreement and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement or the Asset Purchase Agreement will survive the Closing. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, of or compliance with, any such representation, warranty, covenant, or 55 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedulescertificate delivered pursuant to Paragraph 2.4(a)(v), and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the Closing. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedules, and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the ClosingClosing and shall terminate at the close of business sixteen (16) months following the Closing Date. The right to indemnification for indemnification, payment of Damages (as defined below) or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the any knowledge of any fact or matter acquired (or capable of being acquired) by a party 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, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedules, and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive for a period of two years from the date of the Closing. The right to indemnification for indemnification, payment of Damages (as defined below) or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the any knowledge of any fact or matter acquired (or capable of being acquired) by a party at any time, whether before or after the execution and delivery of this Agreement or the Closing Datedate of Closing, with respect to the accuracy or inaccuracy of, 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 Damagesdamages, or other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedules, Agreement and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the ClosingClosing and will expire on the second anniversary of the First Tranche Closing Date. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the any knowledge of any fact or matter acquired (or capable of being acquired) by a party 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, 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 NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations of StorCOMM in this Agreement, the Disclosure Schedules, Agreement and any other Closing certificate, agreement certificate or opinion document delivered by StorCOMM pursuant to this Agreement will survive the ClosingClosing in accordance with Section 9.3. The right to indemnification for indemnification, payment of Damages or any other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party at any timetime by CCA, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition by CCA 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 CCA’s right to indemnification, payment of Damages, or any other remedy based on such representations, warranties, covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Subject to the provisions of this Article VII, all All representations, warranties, covenants, and obligations in this Agreement, the Disclosure SchedulesLetter, the supplements to the Disclosure Letter, and any other Closing certificate, agreement certificate or opinion document delivered pursuant to this Agreement will survive the Closing. The right to indemnification for indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted by a party with respect to, or the knowledge of any fact or matter Knowledge acquired (or capable of being acquired) by a party 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, 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.