Common use of Survival; Right to Indemnification Clause in Contracts

Survival; Right to Indemnification. All of the representations, warranties, covenants, agreements, and obligations set forth and contained in this Agreement (including, without limitation, the indemnification obligations provided for herein) shall survive the Closing hereunder, but with respect to the representations and warranties, (i) those set forth and contained in Sections 5.8 and 5.10(c) shall survive the Closing Date until the date that all claims against Purchaser which could give rise to claims for indemnification based upon, arising out of, or otherwise in respect of any such representations and warranties are barred by all applicable statutes of limitations, (ii) those set forth and contained in Sections 5.1, 5.2, 5.4, 5.7, 5.9, 5.12, 5.13, 5.14, 6.1, 6.2, and 6.3 shall survive the Closing Date until the expiration of the statute of limitations applicable to the matters set forth therein as set forth in the applicable statutes of limitations, and (iii) all other representations and warranties of Seller, Owner, and Purchaser set forth and contained in this Agreement shall survive for a period of three (3) years after the Closing Date. The right to indemnification, payment of damages or other remedies based on such representations, warranties, covenants and obligations will not be affected by the Closing, or 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. The remedies provided in this Section 11 shall not be exclusive of or limit any other remedies that may be available to any party, whether at law, in equity, by contract or otherwise. To be abundantly clear, the terms of Sections 2.5, 7.4, 7.5, 7.6, 7.7, 8.1, 8.2, 8.3, 8.6, and 8.7 and Articles 10, 11, 13, 14, and 15 shall survive the Closing and/or the termination of this Agreement.

Survival; Right to Indemnification. All of the representations, warranties, covenants, agreements, representations and obligations set forth and contained warranties in this Agreement (including, without limitationAgreement, the indemnification obligations provided for herein) Transaction Documents, the Company Disclosure Schedule and any other certificate or document delivered pursuant to this Agreement which is signed or expressly approved by all Stockholders shall survive the Closing hereunderfor a period of two years, but with respect to except that: (a) the representations and warranties, (i) those warranties set forth and contained in Sections 5.8 1.03, 1.07(a) and 5.10(c) 2.02 shall survive the Closing Date until for an indefinite period of time; (b) the date that all claims against Purchaser which could give rise to claims for indemnification based upon, arising out of, or otherwise in respect of any such representations and warranties are barred by all applicable statutes of limitations, (ii) those set forth in Section 1.05, solely as they relate to federal, state and contained in Sections 5.1local income taxes, 5.2, 5.4, 5.7, 5.9, 5.12, 5.13, 5.14, 6.1, 6.2, and 6.3 shall survive the Closing Date until the expiration of the statute of limitations applicable to the matters set forth therein as set forth in the applicable statutes of limitationslimitation relating thereto, respectively; (c) the covenants and warranties under Section 4.04 shall survive forever; and (iiid) all other representations the covenants and warranties of Seller, Owner, and Purchaser set forth and contained in this Agreement under Section 8.04 shall survive for a period of three (3) years after the Closing Dateforever. The right to indemnification, payment of damages Damages or other remedies remedy based on such representations, warranties, covenants and obligations will not shall be affected by the Closingactual knowledge of the respective parties derived as the result of disclosure or failure to disclose to said parties of relevant material information concerning such representations, or by any earlier termination of this Agreementwarranties, or by any investigation conducted by any Person with respect to, or any knowledge acquired by any Person covenants and obligations 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 written waiver, by the authorized parties required for consent and approval of this Agreement, 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 shall certainly affect the right to indemnification, payment of damages any indemnification or other remedy based on such representations, warranties, covenants and obligations. The remedies provided for in this Section 11 shall not be exclusive of or limit any other remedies that may be available to any party, whether at law, in equity, by contract or otherwise. To be abundantly clear, the terms of Sections 2.5, 7.4, 7.5, 7.6, 7.7, 8.1, 8.2, 8.3, 8.6, and 8.7 and Articles 10, 11, 13, 14, and 15 shall survive the Closing and/or the termination of this Agreement.

Survival; Right to Indemnification. All (a) Each representation, warranty, covenant and obligation of this Agreement that relates to Section 3.10 or any Environmental Claim, or any Environmental Law, shall survive the Closing and shall continue in full force and effect until the four year anniversary of the Closing Date. (b) Each representation, warranty, covenant, and obligation of this Agreement that relates to any Tax matter or any Tax liability shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations related to such Tax matter or Tax liability as the case may be. (c) Except for the matters described in Sections 9.01(a) and (b), all representations, warranties, covenants, agreementsand obligations of this Agreement, and obligations set forth and contained in this Agreement (includingany certificates or documents delivered pursuant hereto, without limitation, the indemnification obligations provided for herein) shall survive the Closing hereunder, but with respect to and continue in full force and effect until the representations and warranties, eighteen (i) those set forth and contained in Sections 5.8 and 5.10(c) shall survive 18)-month anniversary of the Closing Date until the date that Date. (d) Any and all claims against Purchaser which could give rise to claims for indemnification based upon, arising out of, or otherwise in respect under this Article 9 shall be subject to the provision of any such representations and warranties are barred by all applicable statutes of limitations, (ii) those set forth and contained proper notice as specified in Sections 5.1, 5.2, 5.4, 5.7, 5.9, 5.12, 5.13, 5.14, 6.1, 6.29.06 and 9.07 hereof, and 6.3 shall survive must be made by the Closing Date until Party claiming such right to indemnification within three (3) months following the expiration of the statute of limitations applicable survival period related to the matters set forth therein as set forth in the applicable statutes of limitationsrepresentation, warranty, covenant or obligation hereunder. (e) All rights to indemnification and (iii) all other representations and warranties of Seller, Owner, and Purchaser set forth and contained in this Agreement shall survive for a period of three (3) years after the Closing Date. The right to indemnification, payment of damages or other remedies Damages under this Article 9 based on such any breach of any representations, warranties, covenants and obligations will not shall be affected deemed waived by a Party if prior to Closing such Party (i) had actual knowledge of the Closingcircumstances constituting such breach; (ii) had actual knowledge of the fact that such circumstances actually constituted such breach; and (iii) fails to notify the breaching Party of such breach. For purposes of determining if such waiver has occurred, or the Party claiming the waiver must show the actual knowledge required herein by any earlier termination of clear and convincing evidence. Except as otherwise provided in 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 indemnification or any other remedy based on such representations, warranties, covenants and obligations. The remedies provided in this Section 11 shall not be exclusive of or limit any other remedies that may be available to any party, whether at law, in equity, by contract or otherwise. To be abundantly clear, the terms of Sections 2.5, 7.4, 7.5, 7.6, 7.7, 8.1, 8.2, 8.3, 8.6, and 8.7 and Articles 10, 11, 13, 14, and 15 shall survive the Closing and/or the termination of this Agreement.

Survival; Right to Indemnification. All of the representations, warranties, covenants, agreements, and obligations set forth and contained in this Agreement (including, without limitation, the indemnification obligations provided for hereinin Article 10) shall survive the Closing hereunder, but with respect to the representations and warranties, (i) those set forth and contained in Sections 5.8 and 5.10(c) shall survive the Closing Date until the date that all claims against any Purchaser Indemnified Persons which could give rise to claims for indemnification based upon, arising out of, or otherwise in respect of any such representations and warranties are barred by all applicable statutes of limitations, (ii) those set forth and contained in Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.9, 5.12, 5.135.12(c), 5.14, 5.15, 6.1, 6.2, and 6.3 shall survive the Closing Date until the expiration of the statute of limitations applicable to the matters set forth therein as set forth in the applicable statutes of limitationsindefinitely, and (iii) all other representations and warranties of Seller, OwnerOwners, and Purchaser set forth and contained in this Agreement shall survive for a period of three (3) years after the Closing Date. The right to indemnification, payment of damages or other remedies based on such representations, warranties, covenants and obligations will not be affected by the Closing, or 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. The remedies provided in this Section 11 Article 10 shall not be exclusive of or limit any other remedies that may be available to any party, whether at law, in equity, by contract or otherwise. To be abundantly clear, the terms of Sections 2.5, 7.4, 7.5, 7.6, 7.7, 8.1, 8.2, 8.3, 8.6, and 8.7 and Articles 10, 11, 13, 14, and 15 shall survive the Closing and/or the termination of this Agreement.