Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by the Company 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 until the expiration of the Indemnity Escrow Period.
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. 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. All representations, warranties, covenants and obligations in this Agreement will survive the Closing and the consummation of the Contemplated Transactions, subject to the following:
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 in any writing delivered by Indemnifying Party to an Indemnitee in connection with this Agreement (including the certificate required to be delivered by Andover Games pursuant to Section 6.3(a), and by Ascend pursuant to Section 6.2(a), as the case may be) shall survive the Closing until the Escrow Release Date (the “Survival Period”).
Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by the Company or any Stockholder to Parent, or by Parent to the Company or any Stockholder, in connection with this Agreement (including the certificate required to be delivered by the Company pursuant to Section 6.3(a) and the certificate required to be delivered by the Parent pursuant to Section 6.2(a) shall survive the Closing until the Escrow Release Date (the “Survival Period”).
Survival; Time Limitation. The representations and warranties, and the covenants and agreements required to be performed or complied with prior to the Closing, in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date (“Survival Period”). Notwithstanding the foregoing, (i) the representations and warranties of the Sellers (or, in the case of Sections 5.4(a) and (b), the Companies) contained in Section 4.1 (Authority; Organization and Qualification), Section 4.2 (Enforceability; Authorization), Section 4.3 (Title to the Units), Section 4.9 (Taxes) and Section 5.4(a) and (b) (Capitalization; Subsidiaries) (the foregoing representations and warranties, the “Seller Specified Representations”), (ii) the representations and warranties of the Companies contained in Section 5.1 (Authority; Organization and Qualification), Section 5.2 (Enforceability; Authorization), Section 5.4(a) and (b) (Capitalization; Subsidiaries), and Section 5.24 (Affiliate Transactions) (the foregoing representations and warranties from the Companies, the “Companies Specified Representations”), (iii) the representations and warranties of Purchaser contained in Section 6.1 (Authority; Organization and Qualification; Capitalization), Section 6.2 (Enforceability; Authorization) and Section 6.7 (Issuance of the Shares) (the foregoing representations and warranties from Purchaser, the “Purchaser Specified Representations”, and together with the Seller Specified Representations and the Companies Specified Representations, the “Specified Representations”)), (iv) the covenants and agreements required to be performed or complied with from and after the Closing (including Section 8.8) and (v) claims for Fraud of a Party (collectively, the “Surviving Claims”), shall survive the Closing until the expiration of the applicable statute of limitations (or, in the case of covenants and agreements, for the shorter period specified therein). No claim for indemnification under this Article X shall be brought after expiration of the Survival Period, other than claims for indemnification in respect of Surviving Claims.
Survival; Time Limitation. The representations, warranties, covenants and agreements in this Agreement or in any writing delivered by the Company, Holdco, or the Merger Subs to EdtechX or by EdtechX to the Company, Holdco, or the Merger Subs in connection with this Agreement (including pursuant to Articles III, IV, or V hereof and the certificates required to be delivered by the Company pursuant to Sections 8.3(a) and (c) and by EdtechX pursuant to Sections 8.2(a) and (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 X shall be brought after the end of the Survival Period.
Survival; Time Limitation. Claims for indemnification pursuant to Section 7.1(a) and/or Section 7.1(b) shall not be made after the date that is twelve (12) months after the Closing Date (the “Survival Expiration Date”); provided, however, that (i) claims for indemnification pursuant to Section 7.1(b)(ii) for breaches of covenants, which by their terms are to be performed, in whole or in part, or which prohibit actions, subsequent to the Closing Date (collectively, “Post-Closing Covenants”), may be made until thirty (30) days after the last date on which each such Post-Closing Covenant was required to be performed (in each case, a “Post-Closing Covenant Survival Expiration Date”), and (ii) claims for indemnification pursuant to (x) Section 7.1(a)(i) resulting from any inaccuracy or breach of any of the Specified Representations of the Company or (y) Section 7.1(b)(i) resulting from any inaccuracy or breach of any of the Specified Representations of Parent, Holdco or Merger Sub (the claims described in clauses (x) and (y), collectively, the “Surviving Claims”) may be made until the date that is five (5) years after the Closing Date (the “Extended Survival Expiration Date”). Any claim for indemnification under Section 7.1(a) or Section 7.1(b) not made by the applicable Indemnified Party on or prior to the Survival Expiration Date, the Post-Closing Covenant Survival Expiration Date or the Extended Survival Expiration Date, as applicable, shall be deemed irrevocably and unconditionally released and waived. In addition, no Indemnified Party shall have any right to assert any claims for indemnification pursuant to this Article VII with respect to any Loss, cause of action or other claim to the extent it is (A) a possible or potential Loss, cause of action or claim that such Indemnified Party believes may be asserted rather than a Loss, cause of action or claim that has, in fact, been filed of record against such Indemnified Party or paid or incurred by such Indemnified Party or (B) a Loss, cause of action or claim with respect to which such Indemnified Party has taken action (or caused action to be taken) to accelerate the time period in which such Loss, cause of action or claim is asserted or payable.
