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

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations, warranties, covenants and obligations set forth in this Agreement, the certificates delivered pursuant to Sections 9.1(c) and 9.2(c), and any other certificate or document delivered pursuant to this Agreement will survive the Closing; provided, that the representations and warranties (i) in Sections 4.19 and 4.24(a) shall expire after 12 months from the Closing Date, and (ii) in Sections 4.11, 4.12, 4.18 and 4.29 shall expire after 18 months from the Closing Date. The right to indemnification, payment of "Damages" (as defined in Section 10.2) or other remedies based on such representations, warranties, covenants and obligations will not be affected by the Closing, 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.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations, warranties, covenants representations and obligations set forth warranties in this Agreement, the certificates delivered pursuant to Sections 9.1(c) Disclosure Schedule and 9.2(c), and in any other certificate or document delivered pursuant to this Agreement will shall survive the Closinguntil June 30, 2001; provided, however, that the representations and warranties (i) in Sections 4.19 3.2(c), 3.2(d), 3.2(k) and 4.24(a3.3(b) shall expire after 12 months from survive in perpetuity and the Closing Daterepresentations and warranties in Section 3.2(j) shall survive until 30 days following the expiration of the applicable statute of limitations; further, and (ii) provided, that this Section 8.1 shall not limit any covenant, restriction, obligation or other agreement of the parties set forth or contemplated herein, each of which shall survive for its respective term set forth in Sections 4.11, 4.12, 4.18 and 4.29 shall expire after 18 months from the Closing Datethis Agreement. The right to indemnification, payment of "Damages" (as defined in Section 10.2) Damages or other remedies remedy based on such representations, warranties, covenants covenants, restrictions, obligations and obligations agreements will not be affected by the Closing, by any earlier termination of this Agreement, or by any investigation conducted by any Person with respect to, or any knowledge Knowledge acquired by any Person (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the applicable Closing Date, with respect to, to the accuracy or inaccuracy of or compliance with with, any such representation, warranty, covenant 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 representations, warranties, covenants covenants, and obligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Exceptions. All representations, warranties, covenants covenants, and obligations set forth to be performed prior to Closing in this Agreement, the certificates delivered pursuant Exhibits, the Disclosure Schedules, the supplements to Sections 9.1(c) and 9.2(c)the Disclosure Schedules, and any other certificate or document delivered pursuant to this Agreement will survive the ClosingClosing for a period of two (2) years; provided, however, that notwithstanding the foregoing, Sellers' indemnification obligations, with respect to a breach of the representations and warranties (ia) in Sections 4.19 and 4.24(aunder Section 3.2(a) shall expire after 12 months from survive for the maximum time period permitted by law, (b) under Section 2.3 and 2.7 shall survive the Closing until the expiration of the applicable statute of limitations, (c) under Section 3.11 shall survive for a period of 7 years following the Closing Date, and (iid) under Section 12.2(b) shall survive for 5 years (such items referred to in Sections 4.11this Section 12.1(a), 4.12(b), 4.18 (c) and 4.29 shall expire after 18 months from (d) and in Section 12.2(a)(iv) are collectively referred to herein as the Closing Date"Excluded Basket Items"). The right to indemnification, payment of "Damages" (as defined in Section 10.2) Damages or other remedies remedy based on such representations, warranties, covenants covenants, and obligations will not be affected by the Closing, by any earlier termination of this Agreement, or by any investigation conducted by any Person with respect to, or any knowledge Knowledge acquired by any Person (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, and the determination of the accuracy or inaccuracy of or compliance with with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warrantycovenant, or on the performance of or compliance with obligation will be determined as if all references to "material" and "materially" were deleted from any covenant or obligation, will not affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants and obligationsrepresentation.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations, warranties, covenants covenants, and obligations set forth in this Agreement, the certificates Disclosure Schedule, the certificate delivered pursuant to Sections 9.1(c) and 9.2(c)Section 8.7, and any other certificate or document delivered pursuant to this Agreement or any of the Related Documents will survive for a period of three years following the Closing; provided, however, that the all representations and warranties made as of the date hereof by incorporation into this Agreement by reference pursuant to Section 4.17 of this Agreement that relate to Section 4.17 (iEmployment Matters) in Sections 4.19 and 4.24(aSection 4.23 (Taxes) of the Securities Purchase Agreement shall expire survive until 30 days after 12 months from the Closing Date, and (ii) in Sections 4.11, 4.12, 4.18 and 4.29 shall expire after 18 months from expiration of the Closing Daterespective statute of limitations applicable thereto. The right to indemnification, payment of "Damages" (as defined in Section 10.2) Losses or other remedies remedy based on such representations, warranties, covenants and obligations agreements will not be affected by the Closing, 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 (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, to the accuracy or inaccuracy of or compliance with with, any such representation, warranty, covenant or obligationagreement. 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 Losses, or other remedy based on such representations, warranties, covenants and obligationsagreements.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. All representations, warranties, covenants covenants, indemnification rights and other obligations set forth in this Agreement, the certificates Schedules to this Agreement, the supplements to this Agreement, the documents delivered pursuant to Sections 9.1(c) and 9.2(c)Section 5.02, and any other certificate or document delivered pursuant to this Agreement will survive the Closing; providedClosing for a period of twenty (20) months, provided that the representations set forth in Section 5.02 and warranties (i) the first sentence of Section 5.03 shall survive indefinitely and the representations in Sections 4.19 and 4.24(a) Section 5.21 shall expire after 12 months from survive until the Closing Dateexpiration of the applicable statute of limitations, and any claim made in writing during such twenty (ii20) in Sections 4.11, 4.12, 4.18 month period shall survive until it is finally resolved and 4.29 any obligations or covenants which by their terms survive for a longer period of time shall expire after 18 months from the Closing Datesurvive for such longer period. The right to indemnification, payment of "Damages" (as defined in Section 10.2) Damages or other remedies remedy based on such representations, warranties, covenants covenants, and obligations will not be affected by the Closing, by any earlier termination of this Agreement, or by any investigation conducted by any Person with respect to, or any knowledge Knowledge acquired by any Person (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, to the accuracy or inaccuracy of or compliance with with, any such representation, warranty, covenant 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. All representations, warranties, covenants and obligations set forth in this Agreement, the Schedules, the certificates delivered pursuant to Sections 9.1(c) 7.1 and 9.2(c)7.2, and any other certificate or document delivered pursuant to this Agreement will survive the Closing; provided, provided that the representations and warranties (i) of the Riverside Parties contained in Section 4 shall expire on the second anniversary of the Closing, other than the representations and warranties contained in Sections 4.19 4.1(a) (Authority), 4.5 (Capitalization), 4.15(b) (Employee Benefit Plans), 4.17 (Environmental) and 4.24(a) 4.22 (Taxes), which shall expire after 12 months from the Closing Date, and (ii) in Sections 4.11, 4.12, 4.18 and 4.29 shall expire after 18 months from the Closing Datenot expire. The right to indemnification, payment of "Damages" (as defined in Section 10.29.2) or other remedies remedy based on such representations, warranties, covenants and obligations will not be affected by the Closing, by any earlier termination of this Agreement, or by any investigation conducted by any Person with respect to, or any knowledge 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, to the accuracy or inaccuracy of or compliance with 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. All representations, warranties, covenants and obligations set forth in this Agreement, Agreement or in the certificates delivered pursuant to Sections 9.1(c7.1(a), 7.1(b), 7.2(a) and 9.2(c), and 7.2(b) or any other certificate or document delivered pursuant to this Agreement (other than the Articles of Merger) will survive until the Closingexpiration of all periods during which a "Notice of Claim" may be submitted as provided in Section 11.4(a); provided, that however, if any Notice of Claim is submitted within the representations and warranties (i) in Sections 4.19 and 4.24(a) time period provided for the submission thereof pursuant to Section 11.4(a), the non-survival of any such representation, warranty, covenant or obligation shall expire after 12 months from the Closing Datenot affect, and (ii) in Sections 4.11, 4.12, 4.18 and 4.29 shall expire after 18 months from the Closing Dateterminate or prejudice any Indemnification Claim as to which such Notice of Claim is timely submitted. The right to indemnification, payment of "Damages" (as defined in Section 10.2) , or other remedies remedy based on such the representations, warranties, covenants and obligations in this Agreement will not be affected by the Closing, 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 timeor capable of being acquired, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to, 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 such covenant or obligation, will not affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants and obligations.