Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by Parent to Company in connection with this Agreement shall survive the Closing for the Survival Period.
Survival; Time Limitation. The representations and warranties of the Parties under this Agreement will survive the execution and delivery of this Agreement until the first anniversary of the Closing Date, at which time such representations and warranties will expire (the “Basic Survival Period”) except that the right of the Indemnified Parties to bring (i) Environmental Indemnity Claims shall survive the Closing for the period that ends on the Environmental Indemnity Escrow Termination Date (the “Environmental Indemnity Survival Period”), (ii) Claims for the breach of the representations and warranties in Sections 2.1(a) and (b), 2.3, 2.4 and 1.13(c)(iv) shall survive without limitation as to time, and (iii) Claims for the breach of the representations and warranties in Sections 3.1, 3.3, and 3.4 shall survive without limitation as to time. The covenants and agreements of the parties hereto contained in this Agreement, any ancillary agreement hereto or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law.
Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by Plastec or the Plastec Shareholders to GSME, or by GSME to the Plastec Shareholders, in connection with this Agreement (including the GSME Closing Certificate, the Plastec Closing Certificate and the Plastec Shareholder Closing Certificates) and the obligation of GSME, the Insiders and the Investors to indemnify the applicable Indemnitee(s) pursuant to Sections 8.1(a) and 8.1(b) shall survive the Closing until the expiration of the Escrow Period. Notwithstanding the foregoing, (i) the representations, warranties and covenants of Plastec in each of Section 2.1(a) (Organization), Section 2.2(b) (Subsidiaries), Section 2.3 (Capitalization) and Section 2.4 (Authority Relative to this Agreement) and of the Plastec Shareholders in Article III shall survive without limitation as to time, (ii) the representations, warranties and covenants of Plastec in each of Sections 2.14 (Title to Property) and 2.15 (Taxes) shall survive the Closing until the sixtieth (60th) day following the expiration of the applicable statute of limitations, (iii) the representations, warranties and covenants of GSME in each of Section 4.1(a) (Organization), Section 4.2 (Subsidiaries), Section 4.3 (Capitalization) and Section 4.4 (Authority Relative to this Agreement) shall survive without limitation as to time and (iv) the representations, warranties and covenants of GSME in each of Sections 4.14 (Title to Property) and 4.15 (Taxes) shall survive the Closing until the sixtieth day following the expiration of the applicable statute of limitations
Survival; Time Limitation. All representations, warranties, covenants and obligations in this Agreement will survive the Closing and the consummation of the Contemplated Transactions, subject to the following:
(a) If the Closing occurs, Seller will have indemnification obligations under this Article 9, subject to Section 9.7, with respect to (i) any breach, untruth or inaccuracy of any representation or warranty of Seller contained in Article 4 of this Agreement (other than the representations and warranties in Sections 4.3, 4.4, 4.18 and 4.29 of this Agreement, as to which a Claim may be made at any time, and the representations and warranties in Section 4.14, as to which a Claim may be made until ninety (90) days after the expiration of the applicable statute of limitations) or (ii) any Claim for indemnification pursuant to Section 9.2(a)(ii) (except in respect of an Intentional Breach by Seller of the covenants or agreements described in such Section), Section 9.2(a)(vii) or Section 9.2(a)(viii), only if on or before the twelve (12) month anniversary of the Closing Date, Buyer notifies Seller as set forth in Sections 9.4 or 9.5, as applicable, of this Agreement.
(b) If the Closing occurs, Buyer will have indemnification obligations under this Article 9, subject to Section 9.7, with respect to any breach, untruth or inaccuracy of any representation or warranty of Buyer contained in Article 5 of this Agreement (other than the representations and warranties in Sections 5.2, 5.5 through 5.9 of this Agreement, as to which a Claim may be made at any time), only if on or before the twelve (12) month anniversary of the Closing Date, Seller notifies Buyer as set forth in Sections 9.4 or 9.5, as applicable, of this Agreement.
Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by Indemnifying Party to an Indemnitee in connection with this Agreement (including the certificate required to be delivered by Kitara Media and NYPG pursuant to Section 7.3(a) and by Ascend pursuant to Section 7.2(a), as the case may be) shall survive the Closing until the Escrow Release Date (the “Survival Period”).
Survival; Time Limitation. The representations and warranties in this Agreement or in any certificate or agreement delivered by one party hereto to the other party hereto pursuant to this Agreement in connection with the Closing (including the certificate required to be delivered by the Company pursuant to Section 6.3(a)) shall survive until the earlier of the date that is (i) 90 calendar days following the receipt by Parent of the final results of the audit of Parent’s consolidated operations for the year ended December 31, 2007 and (ii) the 18 month anniversary of the Closing Date (the “Survival Period”). The covenants and agreements contained herein shall survive the Closing without limitation as to time unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive for such specified term. The indemnification and other obligations under this Article VII shall survive for the Survival Period and shall terminate with the expiration of such Survival Period, except that: (i) any claims for breach of representation or warranty made by a party hereunder by filing a demand for arbitration under Section 9.12 shall be preserved until final resolution thereof despite the subsequent expiration of the Survival Period; and (ii) any claims set forth in a Notice of Third Party Claim sent prior to the expiration of such Survival Period shall survive until final resolution thereof. No claim for indemnification under this Article VII shall be first asserted after the end of the applicable Survival Period.
Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or any certificate delivered by the Company to Parent or by Parent to the Company pursuant to this Agreement in connection with the Closing (including those in ARTICLES II and III hereof and in the certificates required to be delivered by the Company pursuant to Section 6.2(a) and 6.2(b) and by Parent pursuant to Section 6.3(a) and 6.3(c)) shall survive the Closing until the date falling on the first anniversary of the Closing (the “Survival Period”). Any claim set forth in a Notice of Claim sent prior to the expiration of the Survival Period shall survive until final resolution thereof. Except as set forth in the immediately preceding sentence, no claim for indemnification under this ARTICLE VIII shall be brought after the end of the Survival Period.
Survival; Time Limitation. The representations and warranties of the Company and NewCo in this Agreement or in any writing delivered by the Company or NewCo to Parent in connection with this Agreement (including the certificate required to be delivered by the Company pursuant to Section 6.3(a)) shall survive the Closing for the period that ends on the date that is two (2) years after the Closing Date, except that claims for breaches of the representations and warranties in Sections 2.1 (Organization and Qualification), 2.2 (Subsidiaries), 2.3 (Capitalization), 2.4 (Authority Relative to this Agreement), 2.11 (Employee Benefit Plans), 2.15 (Taxes), 2.16 (Environmental Matters), 2.17 (Brokers; Third Party Expenses) and 2.18 (Intellectual Property) (the “Specified Representations”) shall survive until the expiration of the applicable statute of limitations (the “Survival Period”). Any indemnification claim made by the Parent Indemnitees prior to the termination of the applicable Survival Period shall be preserved despite the subsequent termination of such period and any claim set forth in a Notice of Claim sent prior to the expiration of the applicable Survival Period shall survive until final resolution thereof. Except as set forth in the immediately preceding sentence, no claim for indemnification under this ARTICLE VII shall be brought after the end of the applicable Survival Period. The covenants and agreements of the Company and NewCo contained in this Agreement shall survive indefinitely.
Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by Company to Parent in connection with this Agreement shall survive the Closing for the period that ends on the sixtieth (60th) day after the date on which Parent files with the SEC its consolidated audited financial statements for the fiscal year ended December 31, 2016 (the “Survival Period”).
Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by Parent to Company in connection with this Agreement shall survive the Closing for the Survival Period; provided, that, for all applicable purposes under this Agreement, the Survival Period with respect to the indemnification obligations set forth in: (i) Section 10.1(c) shall continue until forty-five (45) days following the final resolution of the matters described therein (but in no event more than eighteen (18) months following the Closing Date); and (ii) Section 10.1(d) shall continue until forty-five (45) days following the final and non-appealable decision of a court of competent jurisdiction of the matters described therein.
