Survival of Representations and Warranties Indemnification Escrow Sample Clauses

Survival of Representations and Warranties Indemnification Escrow. 50 9.1 Survival of Representations and Warranties 50 9.2 Indemnification 51 9.3 Maximum Payments; Remedy 53 9.4 Claims for Indemnification; Resolution of Conflicts 54 9.5 Escrow Arrangements 56 9.6 Third Party Claims 56 9.7 Setoff 57 9.8 Tax Treatment of Indemnification Payments 57 ARTICLE X GENERAL PROVISIONS 58 10.1 Appointment of Sellers’ Representative 58 10.2 Amendment and Waiver 59 10.3 Notices 59 10.4 Expenses 60 10.5 Interpretation 60 10.6 Counterparts 60 10.7 Entire Agreement; Assignment 60 10.8 Severability 61 10.9 Other Remedies 61 10.10 Arbitration; Submission to Jurisdiction; Consent to Service of Process 61 10.11 Governing Law 62 10.12 WAIVER OF JURY TRIAL 62 10.13 Rules of Construction 62 10.14 No Third Party Beneficiary 62 10.15 Tax Advice 62 10.16 Disclosure Schedule 62 10.17 Waiver of Conflicts 63 10.18 Attorney-Client Privilege 63 INDEX OF EXHIBITS Exhibit Description Exhibit A Form of Escrow Agreement Exhibit B Form of Director and Officer Resignation and Release Letter Exhibit C Non-Exclusive License Permitted Liens STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2021, by and among LEXEO Therapeutics, Inc., a Delaware corporation (the “Purchaser”), Stelios Therapeutics, Inc., a Delaware corporation (the “Company”), The Cystinosis Research Foundation, Xxxx Xxxxx, M.D., Xxxxx Xxxxxx, Ph.D., Xxxxxxx X. Xxxxxxx, Ph.D., and Xxxxxxxxx Xxxxxxx, Ph.D. (each, a “Stockholder” and, together, the “Stockholders”), and Xxxxxxx X. Xxxxxxx, Ph.D., in his capacity as representative for Stockholders (“Stockholders’ Representative”).
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Survival of Representations and Warranties Indemnification Escrow. 8.1 Survival . The representations and warranties of the Company (other than the Fundamental Representations and the representations set forth in Section 3.8 (Tax Matters)) contained in this Agreement, and the right of any Parent Indemnified Party to assert a claim for indemnification hereunder with respect thereto, shall survive the Closing Date until 11:59 p.m. (Pacific time) on the date that is eighteen (18) months following the Closing Date, the Fundamental Representations (other than the representations set forth in Section 3.8 (Tax Matters)) shall survive until ten (10) years following the Closing Date and the representations set forth in Section 3.8 (Tax Matters) shall survive until the date that is ninety (90) days following the expiration of the applicable statute of limitations, provided that in the event of a claim for Fraud, such representation or warranty shall survive indefinitely following the Closing Date. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall terminate as of the Effective Time. Each covenant and agreement of any party herein, other than those covenants and agreements that by their terms apply or are to be performed in whole or in part (but only to the extent of such part) at or after the Closing (collectively, the “Post-Closing Covenants”), shall terminate at the Closing. Each Post-Closing Covenant shall survive until such covenant is performed or otherwise expires in accordance with its terms. If an indemnification claim or notice is given under, and in accordance with, this Article VIII with respect to any claim for indemnification prior to the applicable expiration date, such claim shall be preserved until such claim is finally resolved. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations, warranties and covenants and the right to make indemnification claims in respect thereof under this Agreement, and the Company Indemnitors waive any defenses to a claim for indemnification brought by a Parent Indemnified Party in compliance with this Article VIII based on the statute of limitations to the extent inconsistent with the survival periods expressly applicable to such claim for indemnification set forth herein. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agr...
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Survival of Representations and Warranties Indemnification Escrow. 61 7.1 Survival of Representations and Warranties 61 7.2 Indemnification 62
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Survival of Representations and Warranties Indemnification Escrow. 7.1 Survival of Representations, Warranties and Covenants. The representations and warranties of the Company and the Stockholders contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate on the third (3rd) anniversary of the Closing Date (the "Escrow Termination Date"); provided, however, that the representations and warranties of the Company and the Stockholders contained in Section 2.2 and Section 2.9 hereof shall survive indefinitely, and until the expiration of the applicable statute of limitations, respectively. The representations and warranties of Parent and Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing.
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Survival of Representations and Warranties Indemnification Escrow. 6.1 Survival of Representations and Warranties 69 6.2 Escrow and Stockholders’ Representative Reimbursement Amount Deposit 70 6.3 Indemnification; Escrow Fund; Right of Setoff 72 6.4 Limitation on Remedies 74 6.5 Stockholders’ Representative 74 6.6 Third-Party Claims 77 6.7 Notice of Indemnity Claims Other than Third-Party Claims 79 6.8 No Circular Recovery 80 6.9 Determination of Indemnifiable Losses 80 6.10 Tax Consequences of Indemnification Payments 80
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Survival of Representations and Warranties Indemnification Escrow. 67 9.1 Survival of Representations and Warranties 67 9.2 Indemnification 68 9.3 Tax Indemnification 69 9.4 Limitations 69 9.5 Claims for Indemnification; Resolution of Conflicts 70 9.6 Escrow Arrangements 73 9.7 Third Party Claims 74 9.8 Securityholder Representative 75 9.9 Tax Treatment 76 ARTICLE X TERMINATION, AMENDMENT AND WAIVER 76 10.1 Termination 76 10.2 Effect of Termination 77 10.3 Amendment 77 10.4 Extension; Waiver 77 ARTICLE XI GENERAL PROVISIONS 78 11.1 Notices 78 11.2 Interpretation 79 11.3 Counterparts 79 11.4 Entire Agreement; Assignment 79 11.5 Severability 79 11.6 Other Remedies 80 11.7 Governing Law; Exclusive Jurisdiction 80 11.8 WAIVER OF JURY TRIAL 80 11.9 Rules of Construction 80 11.10 No Third Party Beneficiary 80 11.11 Expenses 80 11.12 Conflict Waiver 80 INDEX OF EXHIBITS AND SCHEDULES Exhibit Description Exhibit A Form of Stockholder Consent Exhibit B‑1 Form of Stockholder Joinder Agreement Exhibit B‑2 Form of Optionholder Joinder Agreement Exhibit C‑1 Form of Certificate of Merger for First Merger Exhibit C‑2 Form of Certificate of Merger for Second Merger Exhibit D Form of Lock‑Up Agreement Exhibit E Form of Convertible Promissory Note Schedule Description Schedule 2.11 Retention Equity Amount Schedule 6.9 Interested Party Contracts Not Terminated Schedule 6.17 Bridge Financing Amount Schedule 7.2(c) List of Persons Executing the Optionholder Joinder Agreement Schedule 7.2(e)(iii) List of Key Employees Schedule 7.2(p) List of Company Securityholders party to the Lock‑Up Agreement Company Disclosure Schedule Parent Disclosure Schedule Related Agreements Executed Concurrent with this Agreement Key Employee Offer Letter Key Employee Nondisclosure, Noncompetition, Non‑solicitation and Developments Agreement Registration Rights Agreement INDEX OF DEFINED TERMS Term Section $ Article I 280G Stockholder Approval 6.8 401(k) Plan 6.16 2011 Financials 3.8(a) 2012 Financials 3.8(a) 2013 Financials 3.8(a) 2014 Financials 3.8(a) Accountants 2.9(b)(ii) Accredited Investor 2.6(a)(i) Additional Per Share Consideration Article I Additional Per Vested Company Option Consideration Article I Additional Per Warrant Consideration Article I Advisory Group 9.8(b) affiliate Article I Agreement Preamble Alternative Transaction Article I Antitrust Filings 6.4(b)(i) Antitrust Laws 3.7 Balance Sheet Date 3.8(a) Base Cash Consideration Article I Basket 9.4(a) Business Day(s) Article I Certificate of Incorporation 3.1(a) Certificate of Merger 2.2 Certificate...
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Survival of Representations and Warranties Indemnification Escrow 
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Related to Survival of Representations and Warranties Indemnification Escrow

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. Sellers agree to indemnify ATOW and ATOW SUB, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Representations and Warranties Indemnification (a) The Director hereby represents and warrants to Company that his execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • 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 Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

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