Common use of Survival; Right to Indemnification Clause in Contracts

Survival; Right to Indemnification. All representations and warranties of each Company and each Securityholder shall survive the Closing and shall expire twelve (12) months following the Closing; provided, however, that (i) the representations and warranties contained in Sections 3.1 (Ownership of Stock), 3.2 (Authorization and Validity of Agreement), 4.1 (Existence and Good Standing of Each Company; Authorization), 4.2 (Capitalization) and 4.18 (Broker’s or Finders’ Fees) (the “Company Base Core Representations”) shall survive until the third anniversary of the Closing Date; and the representations and warranties contained in Section 4.11 (Taxes) shall survive until the expiration of 30 days following the third anniversary of the filing of any Tax Return pertaining to, or required to be filed with respect to, a Pre-Closing Period (together with the Company Base Core Representations, the “Company Core Representations”). The representations and warranties of the Purchaser and the Transitory Subsidiary shall terminate at the Closing, except that (i) those representations and warranties contained in Sections, 5.3 (SEC Documents and Other Reports), 5.4 (Capitalization), 5.7 (Purchaser Common Stock), 5.8 (Litigation), 5.10 (Financial Statements), 5.11 (Taxes) and 5.12 (Compliance with Laws; Permits) shall survive the Closing and shall expire twelve (12) months following the Closing and (ii) those representations and warranties contained in 5.1 (Existence and Good Standing of Purchaser and Transitory Subsidiary; Authorization), 5.2 (Consents and Approvals; No Violations) and 5.9 (Brokers’ or Finders’ Fees’) (the “Purchaser Core Representations”) shall survive the Closing and shall survive until the third anniversary of the Closing Date. Following the Closing, the exclusive remedy pursuant to this Agreement in connection with the Merger and the other transactions contemplated hereby based upon the survival of such representations and warranties will be the rights to indemnification, payment of Damages and other remedies provided by this ARTICLE IX, except that Purchaser acknowledges that a breach of Section 5.3 may give rise to a claim under applicable federal and state securities laws.

Survival; Right to Indemnification. All representations of the representations, warranties, covenants, agreements and warranties Closing certifications made by each of each Company Seller, Parent and each Securityholder Buyer shall survive the execution and delivery of this Agreement and the Closing and shall expire twelve hereunder for a period of eighteen (1218) months following the Closing; providedClosing Date, however, except that (ia) the representations and warranties contained in Sections 3.1 Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.8, Section 4.23, Section 4.25(a) (Ownership of Stockbut excluding clause (ii) thereof), 3.2 (Authorization and Validity of AgreementSection 4.25(b), 4.1 (Existence and Good Standing of Each Company; AuthorizationSection 4.25(c), 4.2 (Capitalization) Section 5.1, Section 5.2, Section 5.5, Section 5.6, and 4.18 (Broker’s or Finders’ Fees) (the “Company Base Core Representations”) Section 5.11, shall survive until the third anniversary of the Closing Date; and without time limit, (b) the representations and warranties contained in Section 4.11 4.13, Section 4.14, and Section 4.15 and Claims arising under Article IX shall expire on the date that is sixty (Taxes60) days after the last day of the shortest applicable federal or state statute of limitations or if there is no applicable statue of limitations, without time limit, (c) Claims related to fraud shall survive without time limit, (e) Claims related to Section 8.2(c), (d), (e), (f) or (g) or Section 8.3(c) or (d) shall survive until the expiration without time limit, and (f) Claims with respect to covenants to be performed post-Closing shall survive for a period of 30 days eighteen (18) months following the third anniversary of last date such applicable covenant required performance, (g) the filing of any Tax Return pertaining to, or required to be filed with respect to, a Pre-Closing Period (together with the Company Base Core Representations, the “Company Core Representations”). The representations and warranties of the Purchaser and the Transitory Subsidiary shall terminate at the Closing, except that (i) those representations and warranties contained in Sections, 5.3 (SEC Documents and Other Reports), 5.4 (Capitalization), 5.7 (Purchaser Common Stock), 5.8 (Litigation), 5.10 (Financial Statements), 5.11 (Taxes) and 5.12 (Compliance with Laws; Permitsthe penultimate sentence of Section 4.17(b) shall not survive the Closing and shall expire twelve (12) months following the Closing Closing, and (iih) those the representations and warranties contained in 5.1 Section 5.4 shall expire on the date that is sixty (Existence and Good Standing of Purchaser and Transitory Subsidiary; Authorization), 5.2 (Consents and Approvals; No Violations60) and 5.9 (Brokers’ or Finders’ Fees’) (days after the “Purchaser Core Representations”) shall survive the Closing and shall survive until the third anniversary last day of the Closing Dateapplicable statute of limitations with respect to "bulk-transfer laws" of any jurisdiction in which Purchased Assets are located. Following the Closing, the exclusive remedy pursuant to this Agreement in connection with the Merger and the other transactions contemplated hereby based upon the survival of such representations representations, warranties, covenants, agreements and warranties Closing certifications will be the rights to indemnification, payment of Damages Losses and other remedies provided by this ARTICLE Article VIII and Article IX, except that Purchaser acknowledges that for Claims related to fraud. There shall be no termination of any representations, warranties, covenants, agreements and Closing certifications as to which a breach Claim has been asserted prior to the termination of Section 5.3 may give rise to a claim under applicable federal and state securities lawssuch survival period.

Survival; Right to Indemnification. All representations of the representations, warranties, covenants, agreements and warranties Closing certifications made by each of each Company Sellers and each Securityholder Purchasers shall survive the execution and delivery of this Agreement and the Closing and shall expire hereunder for a period of twelve (12) months following the Closing; providedClosing Date, however, except that (ia) the representations and warranties contained in Sections 3.1 (Ownership of Stock)6.1, 3.2 (Authorization Section 6.2, Section 6.3, Section 6.4, Sections 6.5 through Section 6.10, Section 6.11 and Validity of Agreement)Sections 7.1 through 7.4, 4.1 (Existence and Good Standing of Each Company; Authorization), 4.2 (Capitalization) and 4.18 (Broker’s or Finders’ Fees) (the “Company Base Core Representations”) shall survive until the third anniversary of the Closing Date; and without time limit, (b) the representations and warranties contained in Section 4.11 6.16, Section 6.30, and Section 6.15 and Claims arising under Section 11 shall expire on the date that is sixty (Taxes60) days after the last day of the shortest applicable federal or state statute of limitations or if there is no applicable statue of limitations, without time limit, (c) Claims related to fraud shall survive without time limit, (d) Claims related to Section 10.2(c), (d) or (e) or Section 10.3(c) or (d) shall survive until the expiration of 30 days following the third anniversary of the filing of any Tax Return pertaining towithout time limit, or required and (e) Claims with respect to covenants to be filed with respect to, a Preperformed post-Closing Period (together with the Company Base Core Representations, the “Company Core Representations”). The representations and warranties of the Purchaser and the Transitory Subsidiary shall terminate at the Closing, except that (i) those representations and warranties contained in Sections, 5.3 (SEC Documents and Other Reports), 5.4 (Capitalization), 5.7 (Purchaser Common Stock), 5.8 (Litigation), 5.10 (Financial Statements), 5.11 (Taxes) and 5.12 (Compliance with Laws; Permits) shall survive the Closing and shall expire for a period of twelve (12) months following the Closing and (ii) those representations and warranties contained in 5.1 (Existence and Good Standing of Purchaser and Transitory Subsidiary; Authorization), 5.2 (Consents and Approvals; No Violations) and 5.9 (Brokers’ or Finders’ Fees’) (the “Purchaser Core Representations”) shall survive the Closing and shall survive until the third anniversary of the Closing Datelast date such applicable covenant required performance. Following the Closing, the exclusive remedy pursuant to this Agreement in connection with the Merger and the other transactions contemplated hereby based upon the survival of such representations representations, warranties, covenants, agreements and warranties Closing certifications will be the rights to indemnification, payment of Damages Losses and other remedies provided by this ARTICLE IXSection 9 and Section 10, except that Purchaser acknowledges that for Claims related to fraud. There shall be no termination of any representations, warranties, covenants, agreements and Closing certifications as to which a breach Claim has been asserted prior to the termination of Section 5.3 may give rise to a claim under applicable federal and state securities lawssuch survival period.

Survival; Right to Indemnification. All representations of the representations, warranties, covenants, agreements and warranties Closing certifications made by each of each Company Seller, Parent and each Securityholder Buyer in this Agreement, the Bill of Sale and the Assignment and Assumption Agreement shall survive survivx xxe execution and delivery of this Agreement and the Closing and shall expire twelve (12) months following the Closing; provided, however, that (i) the representations and warranties contained in Sections 3.1 (Ownership hereunder for a period of Stock), 3.2 (Authorization and Validity of Agreement), 4.1 (Existence and Good Standing of Each Company; Authorization), 4.2 (Capitalization) and 4.18 (Broker’s or Finders’ Fees) (the “Company Base Core Representations”) shall survive until the third anniversary of the Closing Date; and the representations and warranties contained in Section 4.11 (Taxes) shall survive until the expiration of 30 days following the third anniversary of the filing of any Tax Return pertaining to, or required to be filed with respect to, a Pre-Closing Period (together with the Company Base Core Representations, the “Company Core Representations”). The representations and warranties of the Purchaser and the Transitory Subsidiary shall terminate at the Closing, except that (i) those representations and warranties contained in Sections, 5.3 (SEC Documents and Other Reports), 5.4 (Capitalization), 5.7 (Purchaser Common Stock), 5.8 (Litigation), 5.10 (Financial Statements), 5.11 (Taxes) and 5.12 (Compliance with Laws; Permits) shall survive the Closing and shall expire twelve (12) months following the Closing and Date (iithe "Escrow Period"), except that (a) those 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 5.1 (Existence Section 4.1, Section 4.2, Section 4.3, and Good Standing of Purchaser Section 4.8, Section 5.1, Section 5.2, and Transitory Subsidiary; Authorization)Section 5.4, 5.2 (Consents and Approvals; No Violations) and 5.9 (Brokers’ or Finders’ Fees’) (the “Purchaser Core Representations”) 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 survive until expire on the third anniversary first day immediately after the last day of the Closing Date. Following shortest applicable federal or state statute of limitations relating to the Closing, the exclusive remedy pursuant to this Agreement regulatory matters addressed in connection with the Merger and the other transactions contemplated hereby based upon the survival of such representations and warranties will (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 rights to indemnificationlast date the applicable covenant required performance. There shall be no termination of any representations, payment of Damages and other remedies provided by this ARTICLE IXwarranties, except that Purchaser acknowledges that a breach of Section 5.3 may give rise covenants, agreements or Closing certifications, as applicable, as it relates to a claim under applicable federal and state securities lawsClaim asserted prior to the termination of such survival period.

Survival; Right to Indemnification. All representations of the representations, warranties, covenants, agreements and warranties Closing certifications made by each of each Company Seller, Parent and each Securityholder Buyer shall survive the execution and delivery of this Agreement and the Closing and shall expire twelve hereunder for a period of eighteen (1218) months following the Closing; providedClosing Date, however, except that (ia) the representations and warranties contained in Sections 3.1 Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.8, Section 4.23, Section 4.25(a) (Ownership of Stockbut excluding clause (ii) thereof), 3.2 (Authorization and Validity of AgreementSection 4.25(b), 4.1 (Existence and Good Standing of Each Company; AuthorizationSection 4.25(c), 4.2 (Capitalization) Section 5.1, Section 5.2, Section 5.5, Section 5.6, and 4.18 (Broker’s or Finders’ Fees) (the “Company Base Core Representations”) Section 5.11, shall survive until the third anniversary of the Closing Date; and without time limit, (b) the representations and warranties contained in Section 4.11 4.13, Section 4.14, and Section 4.15 and Claims arising under Article IX shall expire on the date that is sixty (Taxes60) days after the last day of the shortest applicable federal or state statute of limitations or if there is no applicable statue of limitations, without time limit, (c) Claims related to fraud shall survive without time limit, (e) Claims related to Section 8.2(c), (d), (e), (f) or (g) or Section 8.3(c) or (d) shall survive until the expiration without time limit, and (f) Claims with respect to covenants to be performed post-Closing shall survive for a period of 30 days eighteen (18) months following the third anniversary of last date such applicable covenant required performance, (g) the filing of any Tax Return pertaining to, or required to be filed with respect to, a Pre-Closing Period (together with the Company Base Core Representations, the “Company Core Representations”). The representations and warranties of the Purchaser and the Transitory Subsidiary shall terminate at the Closing, except that (i) those representations and warranties contained in Sections, 5.3 (SEC Documents and Other Reports), 5.4 (Capitalization), 5.7 (Purchaser Common Stock), 5.8 (Litigation), 5.10 (Financial Statements), 5.11 (Taxes) and 5.12 (Compliance with Laws; Permitsthe penultimate sentence of Section 4.17(b) shall not survive the Closing and shall expire twelve (12) months following the Closing Closing, and (iih) those the representations and warranties contained in 5.1 Section 5.4 shall expire on the date that is sixty (Existence and Good Standing of Purchaser and Transitory Subsidiary; Authorization), 5.2 (Consents and Approvals; No Violations60) and 5.9 (Brokers’ or Finders’ Fees’) (days after the “Purchaser Core Representations”) shall survive the Closing and shall survive until the third anniversary last day of the Closing Dateapplicable statute of limitations with respect to “bulk-transfer laws” of any jurisdiction in which Purchased Assets are located. Following the Closing, the exclusive remedy pursuant to this Agreement in connection with the Merger and the other transactions contemplated hereby based upon the survival of such representations representations, warranties, covenants, agreements and warranties Closing certifications will be the rights to indemnification, payment of Damages Losses and other remedies provided by this ARTICLE Article VIII and Article IX, except that Purchaser acknowledges that for Claims related to fraud. There shall be no termination of any representations, warranties, covenants, agreements and Closing certifications as to which a breach Claim has been asserted prior to the termination of Section 5.3 may give rise to a claim under applicable federal and state securities lawssuch survival period.