Survival Remedies. Each Stockholder's covenants under this Agreement shall survive termination of his or her equity owner status or employment with the Medical Group. Each Stockholder acknowledges that a breach or threatened breach by such Stockholder of this Agreement will cause irreparable damage and material loss to BMJ and the Medical Group and that a remedy at law for any breach or threatened breach of the provisions of this Agreement would be inadequate and therefore agrees that each of the Medical Group and BMJ shall be entitled to injunctive relief; provided, however, that nothing contained herein shall be construed as prohibiting the Medical Group or BMJ from pursuing any other remedies available for any such breach or threatened breach.
Survival Remedies. (a) All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, and any certificate, document, or other writing delivered pursuant to this Agreement will survive the Closing and the consummation and performance of the Contemplated Transactions.
Survival Remedies. 53 11.1. Survival of Representations, Warranties, Covenants and Agreements..................................................... 53 11.2. Exclusive Remedy............................................... 53 11.3. Nonrecourse.................................................... 53
Survival Remedies. All representations, warranties, covenants and agreements of Acquiror, Newco, Boxing and the Stockholders contained in or made pursuant to this Agreement shall survive the Merger Closing for a period of two (2) years. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations 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 execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations. The rights and remedies of the parties to this Agreement are cumulative, not alternative. In addition to their respective rights to damages or other remedies they may have, and without limitation thereof, Acquiror, Newco, Boxing and the Stockholders shall have the right to obtain injunctive relief to restrain any breach or otherwise to specifically enforce the provisions of this Agreement, it being agreed by the parties that money damages alone would be inadequate to compensate any party hereto for such breach or other failure to perform the obligations of any other party to this Agreement.
Survival Remedies. All representations and warranties made herein and in the Exhibits and Schedules attached hereto shall survive for a period of one year following the Closing. In the event of material breach of any warranty or any material misrepresentation contained in this Agreement, which shall not be willful, the sole remedy of the non-breaching party shall be rescission of this Agreement.
Survival Remedies. Employee's duties under sections 5.2, 5.3, 5.4, 5.5, and 5.6 of this Agreement shall survive termination of this Agreement and Employee's employment with the Company. Employee acknowledges that a remedy at law for any breach or threatened breach by Employee of the provisions of this Agreement may be inadequate and Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.
Survival Remedies. (a) The parties hereto agree that the representations, warranties, obligations and covenants contained in this Agreement shall survive the Closing Date for a period of five (5) years thereafter; provided, however, that in the event a claim for indemnification is made or a notice of claim is given prior to the expiration date, the indemnification obligation shall continue until the applicable claim has been finally resolved.
Survival Remedies. The representations and warranties --------------------------- contained in this Section 5 shall survive the Closing Date and shall continue in full force and effect until the consummation of the Second Closing. Except for cases of fraud, the sole and exclusive remedy of Parent after the Closing with respect to any claim, loss, liability, damage, deficiency, cost or expense (a "Loss") resulting from the breach of representation or warranty by the Company pursuant to this Agreement shall be to offset the amount of such Loss against any Additional Consideration otherwise deliverable to the Company Stockholders, Management Stockholders and Company Optionholders; provided that such offset shall not exceed an amount (either in cash or Parent Ordinary Shares, as may be applicable to the Second Closing) equal to 50% of the Additional Consideration (deducted from each Company Stockholder, Management Stockholder and Company Optionholder pro rata, provided that each Person's obligation hereunder shall be limited to 50% of the Additional Consideration set forth opposite such Person's name on Schedule 4.1). In furtherance of the foregoing, Parent hereby waives, from and after the Second Closing, any and all rights, claims and causes of action it may have against the Company, or the Company Stockholders, or any of their respective affiliates, directors, officers or employees with respect to all Losses arising under or based upon any law, common law, equity or otherwise. In the event that the Parent shall have the right to offset a Loss in accordance with the above paragraph, and such Loss shall be offset from the Additional Consideration Shares, the price per each of the Additional Consideration Shares to be offset shall be measured in accordance with a value of $0.511 per share (the "Average Closing Price").
Survival Remedies. The representations and warranties of Seller and of Buyer contained in this Agreement shall survive the consummation of the transactions contemplated hereby for the longest period of time permitted by the applicable statute(s) of limitations.
Survival Remedies. (a) The representations and warranties in this Agreement will survive the execution and delivery of this Agreement, any examination by or on behalf of the Parties and the completion of the transactions contemplated by this Agreement as set forth in the Agreement of Stockholders.
