Common use of Breach of Representations, Warranties or Covenants Clause in Contracts

Breach of Representations, Warranties or Covenants. In the event that either Seller breaches any of its representations, warranties (which representations and warranties shall survive for a period of twelve (12) months from and after the Closing Date, except for (A) the representations and warranties in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), and Section 3(b) and Section 4(a)(ii) (captioned "Authorization of Transaction"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Seller then, each Seller agrees jointly and severally to indemnify Buyer, its Affiliates and agents and their respective officers, directors and employees (collectively, the "Buyer Indemnified Parties"; each a "Buyer Indemnified Party") from and against the entirety of Adverse Consequences (subject to the limitations in Section 5(c)(iii) below) any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification, resulting from, arising out of, relating to, in the nature of, or caused by any such breach. (ii)

Breach of Representations, Warranties or Covenants. In the event that either Seller breaches any of its representations, warranties (which representations and warranties shall survive for a period of twelve twenty-four (1224) months from and after the Closing Date, Date except for (A) the representations and warranties in Section 3(b) (captioned "Authorization of Transaction"), in Section 3(e) (captioned "Title to Assets"), and in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), and Section 3(b) and Section 4(a)(ii) (captioned "Authorization of Transaction"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Seller then, each Seller agrees jointly and severally to indemnify Buyer, its members, Affiliates and agents and their respective officers, directors and employees (collectively, the "Buyer Indemnified Parties"; each a "Buyer Indemnified Party") from and against the entirety of Adverse Consequences (subject to the limitations in Section 5(c)(iii5(d)(iii) below) any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification, resulting from, arising out of, relating to, in the nature of, or caused by any such breach. (ii).

Breach of Representations, Warranties or Covenants. In the event that either Seller Company or Stockholder breaches any of its representations, warranties (which representations and warranties shall survive for a period of twelve twenty-four (1224) months from and after the Closing Date, and, thereafter, no suit may be commenced with respect thereto, except for (A) the representations and warranties in Section 3(b) (captioned "Authorization of Transaction") and in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), and Section 3(b) and Section 4(a)(ii) (captioned "Authorization of Transaction"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Seller Company or Stockholder then, each Seller of Company and Stockholder agrees jointly and severally to indemnify Buyer, its members, Affiliates and agents and their respective officers, directors and employees (collectively, the "Buyer Indemnified Parties"; each a "Buyer Indemnified Party") from and against the entirety of Adverse Consequences (subject to the limitations in Section 5(c)(iii) below) any Buyer Indemnified Party may suffer through and after the date of the claim for indemnification, resulting from, arising out of, relating to, in the nature of, or caused by from any such breach. (ii).

Breach of Representations, Warranties or Covenants. In the --------------------------------------------------- event that either Seller Buyer breaches any of its representations, warranties (which representations and warranties shall survive for a period of twelve twenty-four (1224) months from and after the Closing Date, Date except for (A) the representations and warranties in Section 3(k4(b) (captioned "Tax MattersAuthorization of Transaction"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations, and (B) the representations and warranties in Section 3(e) (captioned "Title to Assets"), and Section 3(b) and Section 4(a)(ii) (captioned "Authorization of Transaction"), which shall remain in full force and effect forever) or covenants contained in this Agreement and a Buyer Seller Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either Seller thenBuyer, each Seller then Buyer agrees jointly and severally to indemnify Buyereach of Seller, its Parent ---- and their respective shareholders, Affiliates and agents and their respective officers, directors and employees employees, (collectively, the "Buyer Seller Indemnified Parties"; each a "Buyer Seller Indemnified Party") from and against the entirety of the Adverse Consequences (subject to the limitations in Section 5(c)(iii) below) any Buyer Seller Indemnified Party may suffer through and after the date of the claim for indemnification, indemnification resulting from, arising out of, relating to, in the nature of, or caused by any such breach. (ii).