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This excerpt taken from the BKS 8-K filed Aug 10, 2009. Specified Representations”)
and (y) Sections 4.01, 4.02, 4.03 and 4.04(i) and (ii) shall survive
indefinitely or until the latest date permitted by law and (iii) the
representations and warranties in Section 3.18 (but only insofar as they relate
to the Company Marks) and Sections 3.24, 3.27(i) and 4.08 shall survive until
the expiration of any applicable statute of limitations. The covenants and
agreements of the parties hereto contained in this Agreement or in any
certificate or other writing delivered pursuant hereto or in connection herewith
shall survive the Closing indefinitely or for the shorter period explicitly
specified therein, except that for such covenants and agreements that survive
for such shorter period, breaches thereof shall survive indefinitely or until
the latest date permitted by law.
54
Notwithstanding
the preceding sentences, any breach of representation, warranty, covenant or
agreement in respect of which indemnity may be sought under this Agreement shall
survive the time at which it would otherwise terminate pursuant to the preceding
sentences, if notice of the inaccuracy or breach thereof giving rise to such
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time.
Section
9.02. Indemnification.
(a) Effective at and after the Closing, Sellers hereby jointly and severally
indemnify Buyer, its Affiliates and their respective successors and assignees
and, effective at the Closing, without duplication, the Company, each of its
Subsidiaries and their respective successors and assignees against and agree to
hold each of them harmless from any and all damage, loss, liability and expense
(including reasonable expenses of investigation and reasonable attorneys’ fees
and expenses in connection with any action, suit or proceeding (including any
Tax audit) whether involving a third party claim (a “ |
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