Survival of Representations Warranties and Covenants Indemnification. 15.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except as otherwise specifically provided in this Agreement, shall thereafter terminate and expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 4.2 (fourth and fifth sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d), 6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv), 6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements made by each party in this Agreement and the other Transaction Documents will survive the Closing without limitation (except pursuant to their terms). Any representation, warranty or covenant that is the subject of a claim or dispute asserted in writing prior to the expiration of the applicable of the above-stated periods shall survive with respect to such claim or dispute until the final resolution thereof.
Survival of Representations Warranties and Covenants Indemnification. Section 8.1 Survival of Representations, Warranties and Covenants.
Survival of Representations Warranties and Covenants Indemnification. (a) All covenants, agreements, representations and warranties of the Company and the Investor made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished to the Investor in connection herewith (i) are material, shall be deemed to have been relied upon by the party or parties to whom they are made and shall survive the Closing for a period of not more than two (2) years (the “Survival Period”) regardless of any investigation on the part of such party or its representatives and (ii) shall bind the parties’ successors and assigns (including, without limitation, any successor to the Company by way of acquisition, merger or otherwise), whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investor’s successors and assigns and to its transferees of Securities, whether so expressed or not; provided, that any claim for indemnification made prior to the expiration of such Survival Period shall survive thereafter and, as to any such claim, such expiration will not affect the rights to indemnification of the party making such claim.
Survival of Representations Warranties and Covenants Indemnification. (a) Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement, or in any document or certificate delivered pursuant hereto or in connection herewith shall survive the Closing Date, and shall continue in effect until the Company's Form 10-K (or Form 10-KSB, if applicable) for the fiscal year ended September 30, 2002 is filed with the SEC. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
Survival of Representations Warranties and Covenants Indemnification. (a) All covenants, agreements, representations and warranties of the Company and Lxxxxx Laser made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished to Lxxxxx Laser in connection herewith (i) are material, shall be deemed to have been relied upon by the party or parties to whom they are made and shall survive the Closing for a period of not more than one (1) year (the “Survival Period”) regardless of any investigation on the part of such party or its representatives and (ii) shall bind the parties’ successors and assigns (including, without limitation, any successor to the Company by way of acquisition, merger or otherwise), whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of Lxxxxx Laser’s successors and assigns and to their transferees of Securities, whether so expressed or not; provided, that any claim for indemnification made prior to the expiration of such Survival Period shall survive thereafter and, as to any such claim, such expiration will not affect the rights to indemnification of the party making such claim.
Survival of Representations Warranties and Covenants Indemnification. (a) None of the representations, warranties and covenants set forth in this Agreement or in any instrument delivered pursuant to this Agreement will survive the Investment Closing Date, except for those covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Investment Closing Date. Notwithstanding the foregoing, the representations and warranties of Parent set forth in Section 3.1(c) shall survive the Investment Closing until the date that is nine (9) months after the Investment Closing and, notwithstanding any provision of Law or this Agreement to the contrary, the Investors’ sole recourse in respect of such representations and warranties shall be the right, but only if the Investment Closing first occurs, to indemnification pursuant to Section 8.1(b).
Survival of Representations Warranties and Covenants Indemnification. The respective representations, warranties, obligations, covenants, and agreements of the parties shall survive the Closing for a period of one year commencing from the Closing Date. Each party hereto shall indemnify (the "Indemnitor") the other party (the "Indemnitee") for any Liability incurred or any loss suffered by the Indemnitee which was caused by a breach of any representation, warranty or covenant set forth herein by the Indemnitor.
Survival of Representations Warranties and Covenants Indemnification. The rights and obligations of the Buyer, Seller and Stockholder under this Agreement shall be subject to the following additional terms and conditions:
Survival of Representations Warranties and Covenants Indemnification. 3.1 The representations, warranties and covenants of the parties contained herein and in any certificate, instrument or schedule delivered at the Closing, or prior thereto shall be deemed to have been relied upon notwithstanding any investigation heretofore or hereafter made or omitted by the other party or parties, and shall continue in full force and effect for three (3) years following the Closing.
Survival of Representations Warranties and Covenants Indemnification. 8.1 Survival of Representations, Warranties and Covenants. Subject to the limitations set forth in this Article 8, all representations, warranties, covenants and obligations made by any party in this Agreement shall survive the Closing. Any limitation or qualification set forth in any particular representation or warranty in Article 5, 6 or 7 shall not limit or qualify any other representation or warranty in Article 5, 6 or 7. The right to indemnification under this Article 8 or any other remedy based on the breach or inaccuracy of any representation or warranty in Articles 5, 6 or 7, or breach of, or noncompliance with, any covenant or obligation in this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the Closing Date, with respect to any such representation, warranty covenant or obligation. The waiver by any party of any condition at Closing of the breach or inaccuracy of any representation or warranty, or breach of, or noncompliance with, any covenant or obligation, will not affect the right of such party to indemnification, payment of damages or other remedy based on such breach, inaccuracy or noncompliance.
