Survival of Representations and Warranties of Purchaser. All representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by the Acquired Company, Chew and the Shareholders, shall survive the Closing hereunder for a period of two (2) years and shall not merge in the performance of any obligation by any party hereto, except for any claim to be indemnified pursuant to Section 8.2(c) or in respect of the covenants in Sections 2.4 and 2.5, which shall survive for the statutory period of limitations under the applicable tax statutes, unless such claim is raised by the taxing authority by way of an offset against any claim or suit for refund or is allowed to be assessed after the expiration of the applicable statute of limitations pursuant to a validly executed waiver or extension thereof or pursuant to the mitigation provisions contained in the Code, in which case a claim may be made within one (1) year after such offset or assessment. Purchaser agrees to and shall indemnify and hold harmless the Acquired Company, Chew and the Shareholders at all times after the date of this Agreement from and against and in respect of, any liability, claim, deficiency, loss, damage or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) suffered or incurred by the Acquired Company, Chew or the Shareholders arising from (a) any misrepresentation by, or breach of any covenant or warranty of, Purchaser contained in this Agreement or any exhibit, certificate or other instrument furnished or to be furnished by Purchaser hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach, (b) any nonfulfillment of any agreement on the part of the Purchaser under this Agreement or from any misrepresentation in or omission from, any certificate or other instrument furnished or to be furnished to the Acquired Company, Chew or the Shareholders hereunder, or (c) the failure of the Acquired Company (or Purchaser) to reimburse, by virtue of the payments made pursuant to Sections 2.4 and 2.5 hereof, the Shareholders for their respective 1998 Tax Liability and the Election Liability as determined by a final, nonappealable order of a Governmental Body.
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Survival of Representations and Warranties of Purchaser. All Subject to the limitations in Section 7.5, all representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by the Acquired Company, Chew Seller and the Shareholders, shall survive the Closing hereunder for a period of two (2) years and shall not merge in the performance of any obligation by any party hereto, except for any claim to be indemnified pursuant to Section 8.2(c) or and will remain in respect of the covenants in Sections 2.4 full force and 2.5, which shall survive for the statutory period of limitations under the applicable tax statutes, unless such claim is raised by the taxing authority by way of an offset against any claim or suit for refund or is allowed to be assessed after the expiration of the applicable statute of limitations pursuant to a validly executed waiver or extension thereof or pursuant effect. Subject to the mitigation provisions contained in the Codeterms of this Article VII, in which case a claim may be made within one (1) year after such offset or assessment. Purchaser agrees to and shall indemnify and hold harmless the Acquired CompanySeller, Chew its affiliates and subsidiaries, their successors and assigns, and the Shareholders at respective officers, employees, agents and representatives of all times after of the date of this Agreement foregoing harmless from and against and in respect of, any all liability, claim, deficiency, loss, damage actual damages, punitive or exemplary damages paid to third parties, fines, penalties, obligations payments, costs and expenses or injury and all reasonable costs and expenses (including reasonable counsel and expert fees and costs of any suit suit, action, claim, demand, investigation, assessment, judgment, remediation, settlement or compromise related theretothereto by any Person, including without limitation, any governmental entity) ("Liabilities") suffered or incurred by Seller or its affiliates and subsidiaries arising from:
7.2.1 claims for personal injury (including death) or property damage arising out of any defective products of the Acquired CompanyBusiness sold to third parties after the Closing Date;
7.2.2 claims for negligent services rendered or omissions made in services of the Business rendered to third parties, Chew or after the Shareholders Closing Date;
7.2.3 any and all Environmental Liabilities to the extent arising from out of (a) conditions of or from the Real Property (whether originating on or offsite, from whatever source) after the Closing Date; (b) events or occurrences that occurred at the Real Property in connection with the operation of the Business after the Closing Date; (c) offsite storage, treatment, transportation, recycling or disposal of Hazardous Materials generated in the operation of the Business by Purchaser, or (d) the operation of the Business or Assets by Purchaser after the Closing Date.
7.2.4 any misrepresentation byother claim, suit, cause of action, investigation or proceeding of any kind whatsoever which relates to, or arises from, Purchaser or the Business or Assets after the Closing Date;
7.2.5 any misrepresentation, or breach of any covenant or warranty of, of Purchaser contained in this Agreement or any exhibit, certificate or other instrument furnished or to be furnished executed and delivered by Purchaser hereunder, or any claim by a third party (regardless of whether ; and
7.2.6 the claimant Assumed Liabilities except to the extent Seller is ultimately successful) which if true would be such a misrepresentation or breach, (b) any nonfulfillment of any agreement on the part of the obligated to indemnify Purchaser under this Agreement or from Section 7.1.3 subject to any misrepresentation in or omission from, any certificate or other instrument furnished or and all limitations on Seller's obligation to be furnished to the Acquired Company, Chew or the Shareholders hereunder, or (c) the failure of the Acquired Company (or Purchaser) to reimburse, by virtue of the payments made pursuant to Sections 2.4 and 2.5 hereof, the Shareholders for their respective 1998 Tax Liability and the Election Liability as determined by a final, nonappealable order of a Governmental Bodyindemnify Purchaser under Section 7.5.
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