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.
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 “