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

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Any and all representations, warranties, agreements, covenants, and obligations in this Agreement, the Related Agreements, the Seller Certificate, the Certificate of Officer, and the Buyer Certificate shall survive the Closing, except for any representations, warranties, agreements, covenants, obligations, and/or other provisions in this Agreement that by their terms apply or are to be performed in whole or in part prior to or after the Closing Date (the “Date Specific Provisions”) which shall be governed by the terms of survival set forth in the Date Specific Provisions with respect only to such Date Specific Provisions. Except as expressly set forth herein, the right to indemnification, reimbursement for, or payment of Buyer Damages or Seller Damages, as applicable, or other remedy based on any such representation, warranty, agreement, covenant, or obligation shall 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. Except as expressly set forth herein, the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any agreement, covenant, or obligation, shall not affect the right to indemnification, reimbursement for, or payment of damages, or any other remedy based on such representation, warranty, agreement, covenant, and obligation.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Any and all All representations, warranties, agreements, covenants, and obligations in this Agreement, the Related AgreementsSchedules, the Seller Certificatesupplements to the Schedules, the Certificate of Officercertificates delivered pursuant to Section 7.4(c) and 8.4(c), and the Buyer Certificate shall any other certificate or document delivered pursuant to this Agreement will survive the Closing, except Closing 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 representations, warranties, agreements, covenants, obligations, and/or other provisions in this Agreement that by their terms apply representation or are warranty or any covenant or obligation to be performed in whole or in part and complied with prior to or after the Closing Date (the “Date Specific Provisions”) which shall Date, may be governed by the terms of survival set forth in the Date Specific Provisions with respect only to such Date Specific Provisionsmade at any time. Except as expressly set forth herein, the The right to indemnification, reimbursement for, or payment of Buyer Damages or Seller Damages, as applicable, damages or other remedy based on any such representationrepresentations, warrantywarranties, agreementcovenants, covenant, or obligation shall 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. Except as expressly set forth herein, the The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any agreement, covenant, covenant or obligation, shall will not affect the right to indemnification, reimbursement for, or payment of damages, or any other remedy based on such representationrepresentations, warrantywarranties, agreement, covenantcovenants, and obligationobligations.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Any and all All representations, warranties, agreements, covenants, and obligations in this Agreement, the Related Disclosure Letter, the supplements to the Disclosure Letter, the certificate delivered pursuant to Section 2.4(a)(v), and any other certificate or document delivered pursuant to this Agreement (with the exception of the Employment Agreements, which shall be contracts between the Seller Certificate, the Certificate of Officer, Company and the Buyer Certificate respective Sellers independent of this Agreement except as otherwise specifically provided therein or herein) shall survive the ClosingClosing for a period of * from the Closing Date, except for to the extent that Damages relate to the fraud or any representationswillful misconduct of any of the Sellers, warranties, agreements, covenants, obligations, and/or other provisions in this Agreement or to the fact that prior to Closing all employees of the Company were deemed by their terms apply or are the Company not to be performed subject to laws entitling certain employees to the receipt of payment for overtime, in whole or in part prior to or after which event such time limitation shall not apply. Notwithstanding the Closing Date (the “Date Specific Provisions”) which shall be governed by the terms of survival set forth in the Date Specific Provisions with respect only to such Date Specific Provisions. Except as expressly set forth hereinaforesaid, the representations and warranties of the Sellers in Section 3.29 and Section 3.30 shall not be qualified by or subject to any limitation as to time. The right to indemnification, reimbursement for, or payment of Buyer Damages or Seller Damages, as applicable, or other remedy based on any such representationrepresentations, warrantywarranties, agreementcovenants, covenant, or obligation shall 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. Except as expressly set forth herein, the The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any agreement, covenant, covenant or obligation, shall will not affect the right to indemnification, reimbursement forpayment of Damages, or payment of damages, or any other remedy based on such representationrepresentations, warrantywarranties, agreement, covenantcovenants, and obligationobligations. Purchaser shall inform the Sellers immediately upon becoming aware of any Breach by the Sellers under this Agreement, provided however, that any failure by the Purchaser so to notify the Sellers shall not relieve the Sellers of any liability under this Agreement nor constitute a waiver by the Purchaser of any of its rights under this Agreement.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Any and Subject to Section 10.5 below, all representations, warranties, agreements, covenants, and obligations in this Agreement, the Related AgreementsDisclosure Letter, the Seller Certificatesupplements to the Disclosure Letter, the Certificate of Officercertificates delivered pursuant to Sections 2.4(a)(xiv) and 2.4(a)(xv), and the Buyer Certificate shall any other certificate or document delivered pursuant to this Agreement will survive the Closing, except for any representations, warranties, agreements, covenants, obligations, and/or other provisions in this Agreement that by their terms apply or are to be performed in whole or in part prior to or after the Closing Date (the “Date Specific Provisions”) which shall be governed by the terms of survival set forth in the Date Specific Provisions with respect only to such Date Specific Provisions. Except as expressly set forth herein, the The right to indemnification, reimbursement for, or payment of Buyer Damages or Seller Damages, as applicable, or other remedy based on any such representationrepresentations, warrantywarranties, agreementcovenants, covenant, or obligation shall 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. Except as expressly set forth herein, the The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any agreement, covenant, covenant or obligation, shall will not affect the right to indemnification, reimbursement forpayment of Damages, or payment of damages, or any other remedy based on such representationrepresentations, warrantywarranties, agreement, covenantcovenants, and obligationobligations. For purposes of determining any Breach hereunder, any qualification or limitation of a representation or warranty by reference to materiality or Material Adverse Effect shall be considered; provided that for purposes of determining Damages hereunder in the event of any such Breach, any qualification or limitation of such representation or warranty by reference to materiality or a Material Adverse Effect shall be deemed to have been excluded from such representation or warranty. Any payment made by a Seller to Buyer pursuant to this Section 10 shall be deemed, to the extent permitted by applicable law, to be a reduction in the Purchase Price and shall not be deemed to be an item of income or expense, and all parties hereto agree to prepare their tax returns consistent therewith. Any payment made by Buyer to a Seller pursuant to this Section 10 shall be deemed, to the extent permitted by applicable law, to be an increase in the Purchase Price and shall not be deemed to be an item of income or expense, and all parties hereto agree to prepare their tax returns consistent therewith.

SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE. Any If the Merger is consummated, the representations and all representations, warranties, agreements, covenants, and obligations warranties of the parties contained in this Agreement, the Related Agreements, the Seller Certificate, the Certificate of Officer, Company Disclosure Schedule and the Buyer Certificate certificates of Parent and the Company delivered pursuant to Sections 8.2 and 8.3, respectively, shall survive the ClosingEffective Time and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the Expiration Date; provided, however, that the representations and warranties of the Company contained in Section 3.3(a) (Power, Authorization and Validity), Section 3.4 (Capitalization) and Section 3.7 (Taxes) shall remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the seventh anniversary of the Closing Date; provided further, however, that no right to indemnification pursuant to Article X in respect of any claim based upon any failure of a representation or warranty that is set forth in a Notice of Claim delivered prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Parent Indemnified Person under this Article X or otherwise to seek recovery of Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company until the expiration of the applicable statute of limitations with respect thereto. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V and Article VI) shall expire and be of no further force or effect as of the Effective Time, except for any representations, warranties, agreements, covenants, obligations, and/or other provisions in this Agreement to the extent such covenants provide that by their terms apply or they are to be performed in whole or in part prior to or after the Closing Date (the “Date Specific Provisions”) which Effective Time; provided, however, that no right to indemnification pursuant to Article X in respect of any claim based upon any breach of a covenant shall be governed affected by the terms expiration of survival set forth in the Date Specific Provisions with respect only to such Date Specific Provisionscovenant. Except as expressly set forth herein, the The right to indemnification, reimbursement for, or payment of Buyer Damages or Seller Damages, as applicable, or other remedy based on any such representationrepresentations, warranty, agreement, covenant, or obligation shall warranties and covenants 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, warranty or covenant, or obligation. Except as expressly set forth herein, the The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any agreement, covenant, or obligation, shall will not affect the right to indemnification, reimbursement for, or payment of damages, Damages or any other remedy based on the failure of such representationrepresentations, warranty, agreement, covenant, warranties and obligationcovenants.