Common use of Survival of Indemnification Rights Clause in Contracts

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, Company, Parent, LuxCo and BHN shall survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following the Closing, in the case of all other representations and warranties of Sellers and Parent, LuxCo and BHN hereunder.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 3.4 of Exhibit 3 (Authorization), Section 3.4 3.5 of Exhibit 3 (Governmental Authorization), Section 3.10 3.11 of Exhibit 3 (Properties; Title to Company’s the Companies’ Assets), Section 3.15 3.16 of Exhibit 3 (Compliance with Laws), 3.19 3.20 of Exhibit 3 (Employees) Section 3.20 3.21 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 3.22 of Exhibit 3 (Real Property), Section 3.22 3.23 of Exhibit 3 (Tax Matters), Section 3.23 3.24 of Exhibit 3 (Environmental Laws), Section 3.24 3.25 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 4.6 of Exhibit 4 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, Company, Seller and Parent, LuxCo and BHN shall survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following the Closing, in the case of all other representations and warranties of Sellers Seller and Parent, LuxCo and BHN hereunder.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 (Corporate Existence and Power), Section 3.3 of Exhibit 3 3.2 (Authorization), Section 3.4 of Exhibit 3 3.3. (Governmental Authorization), Section 3.5 (Capitalization), 3.6 (Memorandum and Articles of Association), 3.7 (Corporate Records), 3.10 of Exhibit 3 (Subsidiaries), 3.15 (Properties; Title to Company’s the Company and its Subsidiaries’ Assets), Section 3.15 of Exhibit 3 3.17(b)(xi) (Warranties under Contracts), 3.20 (Compliance with Laws), 3.19 of Exhibit 3 3.26 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and CompensationEmployment Matters), Section 3.21 of Exhibit 3 3.28 (Real PropertyBenefit Plans), Section 3.22 of Exhibit 3 3.31 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 3.33 (Finder’s Fees), 3.41 (Warranty Claims), Section 3.43 (Nantong Acquisition), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 4.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Stockholders and BHN the Buyer shall survive until the twenty-four (24) months following three year anniversary of the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following three year anniversary of the Closing, in the case of all other representations and warranties of Sellers the Company, the Stockholders and Parent, LuxCo the Buyer hereunder. The obligations of the Company (but not of the Stockholders) in Articles V and BHN hereunderVI shall terminate upon the Closing.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 3.2 (Subsidiaries), 3.3 (Authorization), 3.13 (Labor and Employment Matters), 3.14 (Benefit Plans), 3.17 (Taxes), 4.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 4.2 (Governmental Authorization), Section 3.10 of Exhibit 3 4.5 (Properties; Title to Company’s AssetsCapitalization), Section 3.15 4.11 (Articles of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits Incorporation and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate AuthorizationBylaws), and Section 4. 6 of Exhibit 4 4.12 (Finders’ FeesCorporate Records) which shall will survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of SellersKBS, Company, Parent, LuxCo the Principal Stockholders and BHN shall AQU will survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 9.1 or 10.2 9.2 for Losses shall will be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 9.7 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) months following the Closing, in the case of all other representations and warranties of Sellers KBS, the Principal Stockholders and Parent, LuxCo and BHN AQU hereunder.. ARTICLE X ARBITRATION

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 5.1 (Corporate Existence and Power), 5.2 (Authorization), 5.3. (Governmental Authorization), 5.5 (Capitalization), 5.6 (Certificate of Exhibit 3 Formation and Operating Agreement), 5.7 (Corporate Records), 5.10 (Subsidiaries), 5.15 (Properties; Title to the Company’s Assets), 5.20 (Compliance with Laws), 5.26 (Employment Matters), 5.28 (Employee Benefits and Compensation), 5.29 (Real Property), 5.31 (Tax Matters), 5.33 (Finder’s Fees), Section 6.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 6.2 (Corporate Authorization), and Section 4. 6 of Exhibit 4 6.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Stockholders and BHN Purchaser shall survive until twelve months (the twenty-four (24“Survival Period”) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 11.1 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first part of the sentence of Section 10.8 11.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four (24) twelve months following the Closing, in the case of all other representations and warranties of Sellers the Company, the Stockholders and Parent, LuxCo Purchaser hereunder. The obligations of the Company (but not of the Stockholders) in Articles VII and BHN hereunderIX shall terminate upon the Closing.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 of Exhibit 3 4.1 (Corporate Existence and Power), 4.2 (Authorization), 4.3. (Governmental Authorization), 4.5 (Capitalization), 4.6 (Organizational Documents), 4.7 (Corporate Records), 4.10 (Subsidiaries), 4.15 (Properties; Title to the Company and its Subsidiaries’ Assets), 4.20 (Compliance with Laws), 4.26 (Employment Matters), 4.28 (Benefit Plans), 4.31 (Tax Matters), 4.33 (Finder’s Fees), Section 8.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 8.2 (Corporate Authorization), Section 8.3 (Governmental Authorization) and Section 4. 6 of Exhibit 4 8.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Target and BHN the Purchaser shall survive until the twenty-four one (241) months following year anniversary of the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 13.1 or 10.2 13.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 13.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four one (241) months following year anniversary of the Closing, in the case of all other representations and warranties of Sellers the Company, the Target Companies, the Manager and Parent, LuxCo the Purchaser hereunder. The obligations of the Target (but not of the Company and BHN hereunderthe Manager) in Articles VI and VII shall terminate upon the Closing.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 4.1 (Corporate Existence and Power), 4.2 (Authorization), 4.3. (Governmental Authorization), 4.5 (Capitalization), 4.6 (Certificate of Exhibit 3 Formation and Operating Agreement), 4.7 (Corporate Records), 4.10 (Subsidiaries), 4.15 (Properties; Title to the Company and its Subsidiaries’ Assets), 4.20 (Compliance with Laws), 4.26 (Employment Matters), 4.28 (Benefit Plans), 4.31 (Tax Matters), 4.33 (Finder’s Fees), Section 8.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 (Authorization), Section 3.4 of Exhibit 3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 8.2 (Corporate Authorization), Section 8.3 (Governmental Authorization) and Section 4. 6 of Exhibit 4 8.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Members and BHN the Purchaser shall survive until the twenty-four one (241) months following year anniversary of the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 13.1 or 10.2 13.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 13.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four one (241) months following year anniversary of the Closing, in the case of all other representations and warranties of Sellers the Company, the Members, the Manager and Parent, LuxCo the Purchaser hereunder. The obligations of the Company (but not of the Members) in Articles VI and BHN hereunderVII shall terminate upon the Closing.

Survival of Indemnification Rights. Except (a) Notwithstanding any right of the Buyer to fully investigate the affairs of the Company and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, Buyer has the right to rely fully on the representations, warranties, covenants and agreements of Sellers contained in this Agreement. All representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall survive the execution and delivery of this Agreement and the Closing hereunder, and all such representations and warranties shall thereafter terminate and expire with respect to any theretofore unasserted claim eighteen (18) months following the Closing Date (and no claim for indemnification shall thereafter be made arising from any breaches of any such representations and warranties); provided, however, that (i) the representations and warranties set forth in Section 3.1 of Exhibit 3 4.8 (Corporate Existence and PowerTaxes), Section 3.3 of Exhibit 3 4.4(a)(i) (Authorizationwith respect to the FERC Certificate only), Section 3.4 of Exhibit 3 4.11 (Governmental Authorization), Permits) (with respect to the FERC Certificate only) and Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 4.14 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 (Finders’ Fees) which shall each survive until ninety thirty (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, Company, Parent, LuxCo and BHN shall survive until the twenty-four (24) months following the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (9030) days after the expiration of the applicable statute of limitations period (including all after giving affect to any waivers and extensions and waivers thereof), in the case of (ii) the representations and warranties referred set forth in Sections 3.1, 3.2 and 4.1 (Organization and Authority), and Sections 3.7 and 4.3 (Capitalization and Ownership) shall survive indefinitely and (iii) the representations and warranties set forth in Section 4.9 (Environmental Matters) shall each survive for a period of five (5) years after the Closing Date. All covenants and agreements respectively made by Sellers and Buyer herein to be performed after the Closing Date shall survive the Closing and will remain in full force and effect thereafter until (a) in the first sentence of Section 10.8 and the breach or the alleged breach case of any covenant or agreement that has a specified term or period, until the thirtieth (30th) day following the expiration of any Indemnifying Partythe term or period specified therein; and (yb) the twenty-four (24) months following the Closing, in the case of all any other representations and warranties of Sellers and Parentcovenant or agreement that does not have a specified term or period, LuxCo and BHN hereunderuntil the thirtieth (30th) day following the fulfillment thereof.

Survival of Indemnification Rights. Except for the representations and warranties in Section 3.1 4.1 (Corporate Existence and Power), 4.2 (Authorization), 4.3. (Governmental Authorization), 4.5 (Capitalization), 4.6 (Certificate of Exhibit 3 Formation and Operating Agreement), 4.7 (Corporate Records), 4.10 (Subsidiaries), 4.15 (Properties; Title to the Company and its Subsidiaries’ Assets), 4.20 (Compliance with Laws), 4.26 (Employment Matters), 4.28 (Benefit Plans), 4.31 (Tax Matters), 4.33 (Finder’s Fees), Section 8.1 (Corporate Existence and Power), Section 3.3 of Exhibit 3 8.2 (Corporate Authorization), Section 3.4 of Exhibit 3 8.3 (Governmental Authorization), Section 3.10 of Exhibit 3 (Properties; Title to Company’s Assets), Section 3.15 of Exhibit 3 (Compliance with Laws), 3.19 of Exhibit 3 (Employees) Section 3.20 of Exhibit 3 (Employee Benefits and Compensation), Section 3.21 of Exhibit 3 (Real Property), Section 3.22 of Exhibit 3 (Tax Matters), Section 3.23 of Exhibit 3 (Environmental Laws), Section 3.24 of Exhibit 3 (Finder’s Fees), Section 4.1 of Exhibit 4 (Corporate Existence and Power), Section 4.2 of Exhibit 4 (Corporate Authorization), and Section 4. 6 of Exhibit 4 8.5 (Finders’ Fees) which shall survive until ninety (90) days after the expiration of the statute of limitations with respect thereto (including any extensions and waivers thereof), the representations and warranties of Sellers, the Company, Parent, LuxCo the Members and BHN the Purchaser shall survive until the twenty-four one (241) months following year anniversary of the Closing. The indemnification to which any Indemnified Party is entitled from the Indemnifying Parties pursuant to Section 10.1 11.1 or 10.2 for Losses shall be effective so long as it is asserted prior to: (x) ninety (90) days after the expiration of the applicable statute of limitations (including all extensions and waivers thereof), in the case of the representations and warranties referred to in the first sentence of this Section 10.8 11.8 and the breach or the alleged breach of any covenant or agreement of any Indemnifying Party; and (y) the twenty-four one (241) months following year anniversary of the Closing, in the case of all other representations and warranties of Sellers the Company, the Members, the Manager and Parent, LuxCo the Purchaser hereunder. The obligations of the Company (but not of the Members) in Articles VI and BHN hereunderVII shall terminate upon the Closing.