Survival of Representations and Warranties Indemnification. VI.1 Survival of Representations and Warranties.
Survival of Representations and Warranties Indemnification. Subscriber understands the meaning and legal consequences of the agreements, representations and warranties contained herein, agrees that such agreements, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment for the Units, and further agrees to indemnify and hold harmless the Company and each current and future employee, agent and member of the Company from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of the undersigned contained herein.
Survival of Representations and Warranties Indemnification. All representations and warranties contained herein or made in writing by any Party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any Party or on its behalf) as follows: (a) the representations and warranties in Section 6.1 (Organization), Section 6.2 (Equity Securities and Related Matters), Section 6.3 (Subsidiaries; Investments) Section 6.4 (Authorization), Section 6.5 (No Contravention), Section 6.10 (Governmental and Regulatory Proceedings), Section 6.11 (Agreements and Regulatory Agencies), Section 6.13 (No Restrictions), Section 6.32 (Brokerage), Section 7.1 (Organization, Power and Authority) and Section 7.2 (Authorization) shall not terminate; (b) the representations and warranties contained in Section 6.17 (Tax Matters) and Section 6.20 (ERISA) shall terminate after the expiration of the applicable statutes of limitations with respect to the liabilities in question (after giving effect to any extensions or waivers thereof), plus thirty (30) days (the representations and warranties described in clauses (a) and (b) of this Section 8.6 collectively, the “Fundamental Representations and Warranties”); and (c) all other representations and warranties contained herein shall survive until the (30) days after the delivery to Purchasers of the audited financials for fiscal year 2013; provided that any representation or warranty in respect of which indemnity may be sought under this Section 8.6 and the indemnity with respect thereto shall survive the time at which it would otherwise terminate pursuant to the foregoing if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or alleged right of indemnity shall have been given to the Corporation prior to such time. In consideration of the Purchasers’ execution and delivery of this Agreement and purchase of the Series C Preferred, the Corporation shall indemnify, pay and defend the Indemnitees and hold each of them harmless against and pay on behalf of or reimburse such Indemnitees for any Losses which any such Indemnitee may suffer, sustain or become subject to as a result of or arising out of (x) any breach by the Corporation or any Subsidiary of any of their respective covenants or agreements contained in this Agreement or any of the Schedules or Exhibits hereto, and (y) any breach by the Corporation or any Subsidiary of any...
Survival of Representations and Warranties Indemnification. (A) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations).
Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties shall survive until the date that is eighteen (18) months following the Closing Date, provided that the Seller’s Fundamental Representations and the Purchaser’s Fundamental Representations shall survive until the expiration of the applicable statute of limitations, and provided, further, that survival of the representations and warranties set forth in Section 3.15 shall be governed by Section 5.9(i). Except as provided in Section 5.9(i), the covenants and agreements contained in this Agreement shall survive the Effective Time until fully performed in accordance with their respective terms, provided that the covenants and agreements contained in this Agreement that by their terms apply or are to be performed entirely prior to the Effective Time shall only survive until the period specified in the immediately preceding sentence. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate if (and to the extent) prior to such time notice of the breach giving rise to such right of indemnity shall have been given in accordance with this Section 8.1 to the party against whom indemnity is sought, in which case such breach shall survive until final resolution of such claim (or, if earlier, the latest date permitted by applicable Law).
Survival of Representations and Warranties Indemnification. (a) All representations and warranties contained in this Agreement shall be deemed made at the Closing as if made at such time and shall survive for twelve (12) months after having been made or deemed made, except that (i) with respect to claims asserted pursuant to this Section 9.01 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Section 3.15 shall survive until 120 days after the expiration of the applicable statute of limitations for the Tax liabilities in question and (iii) Sections 3.01, 3.02, 3.03, 3.04, 3.05(a)(i), 3.16, 4.01, 4.02 and 4.03(a)(i) shall survive indefinitely. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim.
Survival of Representations and Warranties Indemnification. Section 10.1 Survival of Representations, Warranties and Covenants. The representations and warranties of the Sellers, the Acquired Companies, Purchaser and Parent contained in this Agreement or in any certificates delivered pursuant to ARTICLE IX shall survive the Closing until the date that is fifteen (15) months following the Closing Date, except that (a) the representations and warranties set forth in Sections 3.1 (Organization, Standing and Power), 3.2 (Capitalization; Title to Equity Interests), 3.3 (Subsidiaries; Investments), 3.4(a) and 3.4(b) (Authority; Binding Agreement), 3.8 (Tax), 3.15(i)(iv) (Employee Benefit Plans) and 3.22 (Brokers; Fees) (collectively, the “Acquired Company Fundamental Representations”) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations, (b) the representations and warranties set forth in Sections 4.1 (Title to Equity Interests), 4.2(a) and 4.2(b) (Authority; Binding Agreement) and 4.4 (Brokers; Fees) (collectively, the “Seller Fundamental Representations”) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations, (c) the representations and warranties set forth in Sections 5.1 (Organization, Standing and Power), 5.2(a) and 5.2(b) (Authority; Binding Agreement), and 5.4 (Brokers; Fees) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations and (d) the representations and warranties contained in Section 3.12(d) (Customer Contracts) (the “Special Customer Contracts Representations”) shall survive the Closing until the date that is twenty-seven (27) months following the Closing Date. The covenants contained in this Agreement shall survive the Closing and remain in full force and effect until ninety (90) days following the expiration of the applicable statute of limitations. No Purchaser Indemnified Party shall make any claim for indemnification under this Article X with respect to any breach of any representation, warranty or covenant at any time after the end of the survival period applicable to such representation, warranty or covenant, and no Purchaser Indemnified Party shall make any claim for indemnification under (i) Section 10.2(e) or Section 10.2(f) at any time after the date that is fifteen (15) months following the Closing Date and (ii) Section 10.2(g) or Article VIII at any tim...
Survival of Representations and Warranties Indemnification. The parties agree that the agreements, representations and warranties of each party will survive and remain in full force and effect after the execution of this Agreement through the Closing Date and after the Closing Date and payment for and delivery of the Stock. Each party agrees to indemnify and hold harmless the other party from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of this Agreement by such party.
Survival of Representations and Warranties Indemnification. All representations and warranties contained herein shall survive the execution of this Agreement and the grant of the Granted Units contemplated hereby. Each party agrees to indemnify and hold harmless the other from any liability, loss or expense (including reasonable attorneys’ fees) if such party has breached any representation, warranty or agreement hereunder.
Survival of Representations and Warranties Indemnification. All representations, warranties and covenants contained herein or made in writing by the Investor in connection with the transactions contemplated by this Subscription Agreement shall survive the issuance and sale of the Shares.
