Survival of Representations and Warranties and Indemnification Obligations. The Parties hereby agree that, for purposes of the indemnification obligations contemplated in this Agreement: (a) the representations and warranties provided by the Sellers under Article 7 and the corresponding indemnification obligation shall remain in force for the respective statute of limitations; (b) the representations and warranties provided by the Sellers under Article8 and the corresponding indemnification obligation shall survive and remain in force for a period of two (2) years after the Closing Date, except for (i) the representations and warranties provided under Sections 8.1, 8.2, 8.3, 8.5 and 8.7, which shall remain in force for the respective statute of limitations, and (ii) without prejudice to the provisions of Section 10.3.1, the representations and warranties related to Tax and environmental matters and the agreement under Section 6.2.1, which shall remain valid for a period of five (5) years as from the Closing Date; (c) except for the covenants under Section 5.6, the covenants and agreements hereunder required to be performed or complied by any Seller at or before the Closing and the corresponding indemnification obligation shall only survive and remain in force until Closing; and (d) the covenants and agreements hereunder required to be performed or complied by any Seller after Closing or the covenants under Section 5.6, and the corresponding indemnification obligation shall survive and remain in force for a limited period of twelve (12) months after the date on which such covenant or agreement is required to be performed or complied pursuant to the terms hereof. Notwithstanding the above, it is hereby agreed that, should an Indemnification Notice be timely delivered by an Indemnified Party before the end of such term, then the corresponding—and only the corresponding—indemnification obligation shall remain in force until the final settlement thereof.
Survival of Representations and Warranties and Indemnification Obligations. The representations and warranties made by the parties in this Agreement, the Seller’s indemnification obligations pursuant to Section 8.01(a)(i), and the Purchaser’s indemnification obligations pursuant to Section 8.01(b)(i), will survive the execution and delivery hereof and the Closing hereunder until the date that is eighteen (18) months following the Closing Date, after which date they will terminate and no further claims in respect thereof may be made; provided, however, that: (a) the representations and warranties set forth in Section 2.101 (Tax Matters), Section 2.12 (Personnel; Company Employee Plans), and Section 2.15 (Environmental, collectively, the “Statutory Representations”) will survive the execution and delivery hereof and the Closing hereunder until the date that is thirty (30) days following the applicable statute of limitations; (b) the representations and warranties set forth in Section 2.01 (Organization and Qualification), Section 2.02 (Authority; Binding Effect), Section 2.05 (Capitalization), Section 2.23 (Affiliate Transactions), Section 2.24 (Brokers), Section 2.25 (Absence of Certain Practices), and Section 3.01 (Status) (collectively, the “Fundamental Representations”), and the Seller’s indemnification obligations with respect thereto will survive indefinitely; (c) any indemnification liabilities of a party based on Section 8.01(a)(iii)–Section 8.01(a)(iv), Section 8.03, or Article IX, or based on Fraud or Criminal Acts on the part of such party (and, in the case of the Sellers, on the part of the Company prior to the Closing), will survive indefinitely; and (d) each covenant and agreement contained in this Agreement or in any of the Transaction Documents, the Sellers’ indemnification obligations pursuant to Section 8.01(a)(ii), and the Purchaser’s indemnification obligations pursuant to Section 8.01(b)(ii), will survive the execution and delivery hereof and the Closing hereunder until such covenant or agreement has been fully performed. Notwithstanding the foregoing, if, prior to the expiration of any survival period, a party has been notified by another party in writing of a good faith claim for indemnification in accordance with this Agreement and such claim has not been finally resolved before the expiration of the applicable survival period, any representation, warranty, covenant or agreement that is the basis for such claim will continue to survive and will remain a basis for indemnity as to such claim until such claim is...
Survival of Representations and Warranties and Indemnification Obligations. The representations and warranties of the parties contained in this Agreement and in any certificate, Exhibit or Schedule delivered pursuant hereto, or in any other writing delivered pursuant to the provisions of this Agreement, other than the Equity Purchase Agreement, the liability of the party making such representations and warranties for breaches thereof, and the indemnification obligations of the Shareholders under Section 10.1, shall survive the Closing and expire on the later of the third (3rd) anniversary of the Closing Date or, as to any Claim for which a Claims Notice was given before such date, the final resolution of such Claim, except in the case of any Claim related to, based on or arising in connection with any fraud or Misconduct or any breach or non-performance of any Absolute Obligations as to which such liabilities and indemnification obligations shall expire thirty (30) days following the expiration of the applicable statute of limitations (irrespective of the date of discovery). The parties hereto in executing and delivering and in carrying out the provisions of this Agreement are relying solely on the representations, warranties, Schedules, Exhibits, agreements and covenants contained in this Agreement, or in any writing or document delivered pursuant to the provisions of this Agreement, and not upon any representation, warranty, agreement, promise or information, written or oral, made by any person other than as specifically set forth herein or therein.
Survival of Representations and Warranties and Indemnification Obligations. All representations and warranties of each party contained in this Agreement and the indemnification obligations of each party pursuant to this Article VIII will remain operative and in full force and effect, regardless of any investigation made by or on behalf of any of the parties to this Agreement, throughout the duration of the Escrow Period; provided, however, that (i) any Buyer Indemnified Person (as defined below) shall be entitled to seek recovery, until the expiration of the applicable statute of limitations, for any claim for recovery of Damages (as defined below) for fraud, willful misrepresentation or willful misconduct on the part of Seller, for any breach of the representations and warranties of Seller contained in Sections 3.1, 3.2 and 3.5 hereof and for indemnification pursuant to Section 8.2(b) hereof (collectively, the “Extended Indemnification Obligations”) and (ii) any Seller Indemnified Person (as defined below) shall be entitled to seek recovery, until the expiration of the applicable statute of limitations, for any claim for recovery of Damages (as defined below) for fraud, willful misrepresentation or willful misconduct on the part of Buyer, for any breach of the representations and warranties of Buyer contained in Sections 4.1 and 4.2 hereof and for indemnification pursuant to Section 8.3(b) hereof (collectively, the “Buyer Extended Indemnification Obligations”). “Damages” means any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, Liabilities and expenses, including reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees, court or arbitration costs and expenses of investigation and defense relating to such claim. Buyer and its officers, directors, agents, representatives, stockholders, employees and affiliates are referred to herein, individually, as a “Buyer Indemnified Person” and, collectively, as “Buyer Indemnified Persons”. Seller and its respective officers, directors, agents, representatives, stockholders, employees and affiliates are referred to herein, individually, as a “Seller Indemnified Person” and, collectively, as “Seller Indemnified Persons”.
