Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) The representations and warranties made by the Company will survive the Closing and will expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Date"); provided, however, that if, at any time prior to the Survival Expiration Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will survive the Survival Expiration Date until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and will shall expire on at the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements end of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Date")Escrow Period; provided, however, that if, at any time prior to the Survival Expiration Dateend of the Escrow Period, any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) Stockholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice will shall survive the Survival Expiration Date end of the Escrow Period until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives; provided, however, that Parent shall be deemed to have knowledge of the information specifically included in the Company Disclosure Schedule on the date of this Agreement, excluding any information included in any updates to the Company Disclosure Schedules after the date of this Agreement. (c) For purposes of this AgreementSection 9, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2) shall survive the Closing and will shall expire on the earlier of (i) the earlier of the first anniversary of the Closing Date or the date 30 days following of the receipt by Parent of four full fiscal quarters of audited audit report on the first financial statements of Parent containing combined operations of the Surviving Company, or Company and Parent for those representations related to matters expected to be encountered in the audit process and (ii) May 15, 2001 the first anniversary of the Closing Date for other matters (such earlier date will be referred to as the "Survival Expiration Termination Date"); provided, however, that if, at any time prior to the Survival Expiration Termination Date, any Indemnitee (acting in good faith) delivers to the Designated Company Shareholders' Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Termination Date until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective TimeClosing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements first anniversary of the Surviving CompanyClosing Date; PROVIDED, or (ii) May 15HOWEVER, 2001 (such earlier date will be referred to as that the "Survival Expiration Date"); provided, however, representations set forth in Sections 2.14 and 2.15 shall survive until expiration of applicable statutes of limitations and provided further that if, at any time prior to the Survival Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) Stockholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The representations, warranties, covenants and obligations of the Company and the Key Stockholders (including the representations and warranties made by set forth in Sections 2 and 3 and the Company will representations and warranties set forth in the certificates referred to in Section 7) shall survive the Closing as provided in this Section 10.1. (b) All representations and will warranties of the Company and the Key Stockholders set forth in Section 2 and Section 3 and in the certificates referred to in Sections 7.7(i), 7.7(j) and 7.7(k), and all covenants and obligations of the Company and the Key Stockholders set forth in Sections 5 and 6, shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Date"); provided, however, that if, at any time on or prior to the Survival Expiration Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent Stockholders’ Representative a Notice of Indemnification Claim (as defined in Section 10.110.9(a)) a written notice alleging the existence of an inaccuracy in or a breach of with respect to any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy foregoing representations, warranties, covenants or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breachobligations, then the claim asserted in such notice will Notice of Indemnification Claim shall survive until the Survival Expiration Date until earlier of (a) such time as such claim is fully and finally resolved. or (b) the Expiration Date if the cumulative pending and resolved Notices of Indemnification do not aggregate a claim for Damages in excess of $500,000. (c) All representations and warranties made by of Parent and Merger Sub, and covenants and obligations of Parent and Merger Sub will to be performed at or prior to the Effective Time, shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations representations, warranties, covenants and warranties will obligations shall thereupon cease. (bd) The representations, warranties, covenants and obligations of the CompanyCompany and the Key Stockholders, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (ce) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will Update shall be deemed to be a representation and warranty made by the Company or a Key Stockholder, as the case may be, in this Agreement. (f) Claims for indemnification, compensation and reimbursement brought in accordance with and subject to this Section 10 shall be the sole and exclusive remedy of any Indemnitee for monetary damages from and after the Closing with respect to breaches of this Agreement by the Company or any Key Stockholder. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as generality of the date of foregoing, nothing contained in this Agreement shall limit the rights of any of the representations and warranties made by the Company in this AgreementIndemnitee to seek or obtain injunctive relief or any other equitable remedy to which such Indemnitee is otherwise entitled.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will Designated Shareholders (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Designated Shareholders' Closing Certificate) shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements first anniversary of the Surviving CompanyClosing Date; PROVIDED, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Date"); provided, howeverHOWEVER, that if, at any time prior to the Survival Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Designated Company Agent (as defined in Section 10.1) Shareholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Designated Shareholders (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the CompanyCompany and the Designated Shareholders, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, except as consented to in writing with respect to events occurring after the date of this Agreement. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting and the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company Designated Shareholders in this Agreement.

Survival of Representations, Etc. (a) The Except as otherwise provided herein, (i) the Fundamental Representations shall survive the Closing and expire on the [***] (the “FR Expiration Date”) and (ii) the representations and warranties made by the Company will in all other sections of Article III and in the Company Closing Certificate shall survive the Closing and will expire on [***] (the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival “General Expiration Date"”); provided. Notwithstanding the foregoing, however, that if, if at any time prior to the Survival FR Expiration Date or General Expiration Date, as applicable, any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) Equityholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy representation or breach may exist) warranty and asserting a claim for recovery under Section 9.2 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will thereupon cease.[***] (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, or any waiver by any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without . (d) The Parties acknowledge and agree that if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and warranties made by the Company in this Agreementconnection with such inaccuracy or breach.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will and the Company Executives set forth in Section 2 shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following of the receipt by Parent issuance of four full fiscal quarters of audited the audit report on the first financial statements of Parent containing combined operations of the Surviving Company, or Company and Parent and (ii) May 15, 2001 the first anniversary of the Closing Date (such earlier date will be referred to as the "Survival Expiration DateTERMINATION DATE"); provided, however, that if, at any time prior to the Survival Expiration Termination Date, any Indemnitee (acting in good faith) delivers to the Designated Company Shareholders' Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company and the Company Executives set forth in Section 2 (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Termination Date until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective TimeClosing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of Company and the CompanyShareholders, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting and the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by of the Company will (including the representations and warranties set forth in Section 2 shall survive the Closing and will expire on the earlier of (i) continue in full force and effect until the date 30 days following that is 18 months after the receipt by Parent of four full fiscal quarters of audited financial statements of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Closing Date"); provided, however, that all representations and warranties regarding infringement, misappropriation or violation of Intellectual Property Rights, including the representations and warranties set forth in Section 2.9(g), shall not expire on such date but rather shall continue in full force and effect until the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, if, at any time prior to the Survival Expiration Dateexpiration of the applicable survival period, any Indemnitee (acting in good faith) delivers to the Designated Company Agent Founder a Notice of Indemnification Claim (as defined in Section 10.1below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by of the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) Founder and asserting a claim for recovery under this Section 9.2 6 or the Escrow Agreement based on such alleged inaccuracy or breach, then the claim asserted in such notice will Notice of Indemnification Claim shall survive the Survival Expiration Date expiration of the applicable survival period until such time as such claim is fully and finally resolved. All The continuing covenants and obligations of the Company and Founder set forth in Sections 4.1 and 4.2 shall survive indefinitely. The representations and warranties made by of Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will thereupon cease. (b) The representations, warranties, covenants and obligations of the CompanyCompany and Founder, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge Knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company Founder in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements first anniversary of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Closing Date"); provided, however, that if, at any time prior to the Survival Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) Stockholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements first anniversary of the Surviving CompanyClosing Date. Such expiration shall not affect any rights of Parent, Merger Sub and the Company with respect to claims made or (ii) May 15, 2001 (such earlier date will be referred as to as the "Survival Expiration Date"); provided, however, that if, at any time prior to the Survival Expiration Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent which a Claim Notice (as defined in Section 10.19.5(g) a written notice alleging the existence of an inaccuracy in or a breach of below) has been given prior to such expiration, and any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under which a Claim Notice (as defined in Section 9.2 based on 9.5(g) below) has been given shall survive beyond such alleged inaccuracy or breach, then the claim asserted in such notice will survive the Survival Expiration Date expiration until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective TimeClosing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, other than information contained in the Company Disclosure Schedules. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that Agreement as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as thereof (but only to the extent of the date of this Agreement of any of the representations and warranties made by the Company in this Agreementdescription thereof contained therein).

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Officers' Closing Certificate) shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements first anniversary of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Closing Date"); provided, however, that if, at any time prior to the Survival Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Designated Company Shareholders' Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting . (d) By way of clarification, in the foregoing however, it event an Indemnitee is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed entitled to supplement indemnification under one or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date more sections of this Agreement of any of Agreement, or at one or more times, with respect to the representations and warranties made by same Damages, the Company in this AgreementIndemnitee shall only be entitled to indemnification once with respect to such Damages.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2) shall survive the Closing and will shall expire on the earlier eighteen-month anniversary of the Closing Date (the "Initial Termination Date"), except for the representations and warranties set forth in Section 2.14, which shall expire on the later of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements thirty-six month anniversary of the Surviving Company, or Closing Date and (ii) May 15the expiration of every statute of limitations applicable to the matters referenced in Section 2.14 (the later of such two dates, 2001 (such earlier date will be referred to as the "Survival Expiration Extended Termination Date"); provided, however, that if. If, at any time prior to the Survival Expiration eighteen-month anniversary of the Closing Date (or, with respect to the representations and warranties contained in Section 2.14, the Extended Termination Date), any Indemnitee (acting in good faith) delivers to the Designated Company Agent Shareholders' Representative (as defined in Section 10.12.2 of the Holder Agreement) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Initial Termination Date (or, with respect to the representations and warranties contained in Section 2.14, the Extended Termination Date) until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will Subs shall terminate and expire as of the Effective TimeTime of Merger I, and any liability of Parent or Merger Sub Subs with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties and other obligations made by the Company will Seller in this Agreement shall survive the Closing and will expire on the earlier of (i) until the date 30 days that is twelve (12) months following the receipt by Parent of four full fiscal quarters of audited financial statements of Closing Date (the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival “Expiration Date"”); provided. Notwithstanding the foregoing, however, that if, if at any time prior to the Survival Expiration Date, Date any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) Seller a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy representation, warranty, covenant or breach may exist) other obligation and asserting a claim for recovery under Section 9.2 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date until such time as such claim is fully and finally resolved. Notwithstanding the foregoing, all representations and warranties made by Seller in this Agreement shall survive indefinitely in the event of fraud or willful or intentional misrepresentation by Seller or any of its Representatives. (b) All representations and warranties made by Parent Purchaser in this Agreement and Merger Sub will in any certificate or other writing delivered at the Closing shall terminate and expire as of the Effective TimeClosing, and any liability of Parent or Merger Sub Purchaser with respect to such representations and warranties will shall thereupon cease, except in the case fraud or willful or intentional misrepresentation, in which case all representations and warranties of Purchaser shall survive indefinitely. (bc) The representations, warranties, covenants and obligations of the CompanySeller, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished or made available to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (cd) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company Seller in this Agreement. (e) The parties acknowledge and agree that if any Acquired Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of such Acquired Company as an Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the stock of such Acquired Company, to have incurred Damages as a result of and in connection with such inaccuracy or breach.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements six month anniversary of the Surviving Company, or (ii) May 15, 2001 Closing Date (such earlier date will date, for purposes of this Agreement, shall be referred to as the "Survival Expiration Date"); provided, however, that if, at any time prior to the Survival Expiration Date, any Indemnitee (acting in good faith) delivers to the Designated Company Stockholders' Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The Subject to the indemnification limitations set forth in Section 11.2, the representations and warranties made by the Company will Designated Stockholders in Section 3 shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements first anniversary of the Surviving Company, or Closing Date (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration DateClaim Deadline"); provided, however, that if, at any time prior to the Survival Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Designated Company Agent (as defined in Section 10.1) Stockholders or the appropriate Person under the terms of the Representation and Warranty Insurance, a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach11.2, then the claim asserted in such notice will shall survive the Survival Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Parent, Merger Sub will and the Company shall terminate and expire as of the Effective Time, and any liability of Parent Parent, Merger Sub, or Merger Sub Company with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the Companyparties hereto, and (except as provided herein) the rights and remedies that may be exercised by the Indemniteespursuant hereto, will shall not be limited or otherwise affected by or as a result of any information furnished to, to or any investigation made by or knowledge ofof (except as provided herein or in the Company Disclosure Schedule), any of the Indemnitees parties or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Company Disclosure Schedule or in any update to the Company Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will Shareholders (including the representations and warranties set forth in Sections 2 and 3 and the representations and warranties set forth in the Shareholders' Closing Certificate) shall survive the Closing and will shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements first anniversary of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Closing Date"); provided, however, that if, at any time prior to the Survival Expiration first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company Shareholders (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting 44. a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date first anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the CompanyCompany and the Shareholders, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives unless set forth on the Disclosure Schedules. The representations, warranties, covenants and obligations of Parent, and the rights and remedies that may be exercised by the Company and the Shareholders, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, the Company, the Shareholders or any of their Representatives, other than the Parent SEC Documents. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting and the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company Shareholders in this Agreement.

Survival of Representations, Etc. (a) The representations representations, warranties and warranties made by obligations of the Company will shall survive the Closing as set forth in this Section 4.1. (b) All representations, warranties and will obligations of the Company shall expire on the earlier of (i) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Date"); provided, however, that if, at any time on or prior to the Survival Expiration Date, any Indemnitee (acting in good faith) delivers to the Designated Company Agent Stockholders’ Representative a Notice of Indemnification Claim (as defined in Section 10.14.1(a)) a written notice alleging the existence of an a possible inaccuracy in or a breach of any of the such representations and or warranties made by the Company (and setting forth in reasonable detail the basis for or a breach of any such Indemnitee's belief that such an inaccuracy or breach may exist) obligation and asserting a claim for recovery under Section 9.2 4.2 based on such alleged possible inaccuracy or breach, then the claim asserted in such notice will Notice of Indemnification Claim shall survive the Survival Expiration Date until such time as such claim is fully and finally resolved. . (c) All representations and warranties made by of Parent and Merger Sub will shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. All covenants and obligations of Parent and Merger Sub shall survive the Closing and shall terminate and expire as of the date all funds from the Escrow Fund have been distributed. (bd) The representations, warranties, covenants warranties and obligations of the Company, Company and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their RepresentativesRepresentatives (other than the information set forth in the representations and warranties of the Company set forth in Section 2 of this Agreement as each such representation and warranty is supplemented and amended by the particular corresponding section or subsection of the Disclosure Schedule and any other section or subsection of the Disclosure Schedule to the extent it is reasonably apparent from such disclosure that the disclosed information is intended to qualify such representation or warranty). (ce) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting . (f) Claims for indemnification, compensation and reimbursement brought in accordance with and subject to this Section 4 shall be the foregoing however, it is understood by sole and exclusive remedy of any Indemnitee for monetary damages from and after the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed Closing with respect to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date breaches of this Agreement of any of the representations and warranties made by the Company in this AgreementCompany.

Survival of Representations, Etc. (a) The representations and warranties made by the Company will and the Signing Shareholder (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificates) shall survive the Closing and will shall expire on the earlier of nine (i9) the date 30 days following the receipt by Parent of four full fiscal quarters of audited financial statements month anniversary of the Surviving Company, or (ii) May 15, 2001 (such earlier date will be referred to as the "Survival Expiration Closing Date"); provided, however, that if, at any time prior to the Survival Expiration nine (9) month anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to the Designated Company Indemnitors and the Escrow Agent (as defined in Section 10.1) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice will shall survive the Survival Expiration Date nine (9) month anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub will shall terminate and expire as of the Effective Timenine (9) month anniversary of the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties will shall thereupon cease. (b) The representations, warranties, covenants and obligations of the CompanyCompany and the Signing Shareholder, and the rights and remedies that may be exercised by the Indemnitees, will shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives, unless such information is included in the Disclosure Schedule. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule will shall be deemed to be a representation and warranty made by the Company in this Agreement. Without limiting the foregoing however, it is understood by the parties that as set forth in Section 4.3(b), no updated Disclosure Schedule will be deemed to supplement or amend the Disclosure Schedule for the purposed of determining the accuracy as of the date of this Agreement of any of the representations and warranties made by the Company in this Agreement.