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    • (b)

      Buyer shall have performed in all material respects the obligations required to be performed by them under this Agreement;

    • (c)

      Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect;

    • (d)

      Buyer and Parent shall have delivered to Seller a certificate to the effect that each of the conditions specified in (a), (b) and

  • (c)

    above is satisfied in all respects; and

    • (e)

      Buyer shall have executed and delivered a copy of the Escrow Agreement and performed all actions required to be performed

simultaneously with the execution of such agreement.

ARTICLE VII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION Section 7.1 Survival of Representations .

(a) Subject to Section 7.1(d) below, the representations and warranties made by Company, Seller, Parent and Buyer in this Agreement, and the indemnification obligations of Seller and Buyer set forth in this Article VII of this Agreement with respect to such representations and warranties, shall survive the Closing and shall expire at 11:59 p.m. ET on the date that is twelve (12) months after the Closing Date (the “ Escrow Period ”).

(b) All of the covenants, agreements and obligations of the parties contained in this Agreement, the Disclosure Schedules or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations. Each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or certificates delivered at Closing, other than breaches of which Buyer has actual Knowledge at Closing, of which Seller had no previous Knowledge and which Buyer has advised Seller prior to Closing. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement.

(c) On the date that is one hundred and eighty (180) days after the Closing Date, the Escrow Amount shall be reduced pursuant to

the terms of the Escrow Agreement.

(d) If, at any time prior to the expiration of any of the representations and warranties, as provided in Section 7.1(a), any Indemnified Party delivers to Buyer or Seller, as the case may be, a written notice made in good faith alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Company, Seller, Parent or Buyer (and setting forth in reasonable detail the basis for such Indemnified Party’s belief that such an inaccuracy or breach may exist) and asserting a claim for damages under Section 7.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the

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