Survival Indemnification Certain Remedies. Section 7.1 Survival 13 Section 7.2 Indemnification by Seller 13 Section 7.3 Indemnification by Buyer 14 Section 7.4 Third Party Claim Indemnification Procedures 14 Section 7.5 No Consequential Damages 15 Section 7.6 Adjustments to Losses 15 Section 7.7 Payments 16 Section 7.8 Characterization of Indemnification Payments 16
Survival Indemnification Certain Remedies. 12.1 The representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing for the period of three years after the Closing Date (the "Indemnification Deadline"); provided, however, that the representations and warranties of Seller and Shareholder shall survive the Closing and continue in full force and effect forever thereafter in the event of (i) any intentional or willful breaches of the representations or warranties set forth in Section , (ii) any intentional or willful failure to perform any covenant hereunder, (iii) any Excluded Liabilities or (iv) any other intentional fraud committed by Seller under this Agreement or otherwise. It being understood that in the event notice of any claim for indemnification under Section or has been given prior to the Indemnification Deadline, the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is finally resolved.
Survival Indemnification Certain Remedies. Section 8.1 Survival 46 Section 8.2 Indemnification by Philips 46 Section 8.3 Indemnification by Newco 47 Section 8.4 Third Party Claim Indemnification Procedures 47 Section 8.5 Adjustments to Losses 50 Section 8.6 Payments 50 Section 8.7 Characterization of Indemnification Payments 51 Section 8.8 Mitigation 51 Section 8.9 Remedies 51 Section 8.10 Waiver 52 ARTICLE IX
Survival Indemnification Certain Remedies. Section 7.1 Survival . . . . . . . . . . . . . . . . . . . . . . . . . 103 Section 7.2 Indemnification by Purchaser . . . . . . . . . . . . . . . 104 Section 7.3 Indemnification by Kodak . . . . . . . . . . . . . . . . . 106 Section 7.4 Indemnification Procedures . . . . . . . . . . . . . . . . 107 Section 7.5 Characterization of Indemnification Payments . . . . . . . 110 Section 7.6 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 110
Survival Indemnification Certain Remedies. Section 9.1 Survival 66 Section 9.2 Indemnification by SE Corp 66 Section 9.3 Indemnification by SEP 67 Section 9.4 Limitations 68 Section 9.5 Third-Party Claim Indemnification Procedures 69 Section 9.6 Payments 70 Section 9.7 Characterization of Indemnification Payments 71 Section 9.8 Adjustments to Losses 71 Section 9.9 Remedies; Exclusive Remedy 72 Section 9.10 Tax Indemnification 72 ARTICLE X
Survival Indemnification Certain Remedies. 43 7.1 Survival of Representations; Sole Remedy 43 7.2 Indemnification of Buyer Indemnitees 44 7.3 Indemnification of Seller Indemnitees 44 7.4 Certain Limitations 45 7.5 No Contribution 45 7.6 Defense of Third Party Claims 46 7.7 Indemnification Claims 47 ARTICLE VIII MISCELLANEOUS 50 8.1 Notices 50 8.2 Amendment; Waiver; Remedies Cumulative 51 8.3 Equitable Remedies 51 8.4 Specific Performance 51 8.5 No Assignment or Benefit to Third Parties 51 8.6 Further Assurances 51 8.7 Fees and Expenses 52 8.8 Entire Agreement 52 8.9 Fulfillment of Obligations 52 8.10 Public Disclosure 52 8.11 Governing Law; Venue 52 8.12 WAIVER OF JURY TRIAL 52 8.13 Time of Essence 53 8.14 Counterparts 53 8.15 Headings 53 8.16 No Construction Against Drafter 53 8.17 Severability 53 8.18 Disclosure Schedules 53 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2023, is entered into by and among Alphatec Spine, Inc., a California corporation (“Buyer”), Integrity Implants Inc., a Delaware corporation (“Integrity”), and Fusion Robotics, LLC, a Delaware limited liability company (“Fusion” and, together with Integrity, collectively, “Sellers”), and the stockholders of Sellers identified on Appendix 1.1(a) (collectively, the “Key Stockholders”).
Survival Indemnification Certain Remedies. Section 7.1 Survival Section 7.2 Indemnification by Seller Section 7.3 Indemnification by Buyer Section 7.4 Third Party Claim Indemnification Procedures
Survival Indemnification Certain Remedies. 130 Section 7.1 Survival.................................................................. 130 Section 7.2 Indemnification by Seller................................................. 130 Section 7.3
Survival Indemnification Certain Remedies. Section 9.1 Survival 79 Section 9.2 Indemnification by Seller 80 Section 9.3 Indemnification by Buyer and ENLC 80 Section 9.4 Limitations 81 Section 9.5 Third-Party Claim Indemnification Procedures 83 v EXHIBITS AND SCHEDULES EXHIBITS SCHEDULES DISCLOSURE SCHEDULES Buyer Disclosure Schedule Company Disclosure Schedule Section 9.6 Escrow Account 85 Section 9.7 Payments 85 Section 9.8 Characterization of Indemnification Payments 86 Section 9.9 Adjustments to Losses 86 Section 9.10 Remedies; Exclusive Remedy 87 ARTICLE X MISCELLANEOUS Section 10.1 Notices 87 Section 10.2 Amendment; Waiver 88 Section 10.3 No Assignment or Benefit to Third Parties 88 Section 10.4 Entire Agreement 88 Section 10.5 Fulfillment of Obligations 88 Section 10.6 Expenses 89 Section 10.7 Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury 89 Section 10.8 Specific Performance 90 Section 10.9 Disclosure Schedules 90 Section 10.10 Counterparts 91 Section 10.11 Headings 91 Section 10.12 Severability 91 Section 10.13 Role of Xxxx Xxxxxxxx LLP; Waiver of Conflicts and Privilege 91 Exhibit A Company Systems Exhibit B Form of Membership Interest Assignment Exhibit C Form of Escrow Agreement Exhibit D Form of Transition Services Agreement Exhibit E Form of Second Amended and Restated Limited Liability Company Agreement of the Company Exhibit F Form of Registration Rights Agreement Schedule A Notices Schedule B Sample Balance Sheet This TOMPC SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 6, 2015, by and among TOMPC LLC, a Delaware limited liability company (the “Company”), Tall Oak Midstream, LLC, a Delaware limited liability company (“Seller”), EnLink XXX Holdings, LP, a Delaware limited partnership (“Buyer”), EnLink Midstream, LLC, a Delaware limited liability company (“ENLC”), and, solely for purposes of Section 6.19, EnLink Midstream Partners, LP, a Delaware limited partnership (“ENLK” and together with ENLC, “Parent”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in Section 1.1.
Survival Indemnification Certain Remedies
