LWAY » Topics » Default

This excerpt taken from the LWAY 8-K filed Feb 13, 2009.
Default.  In the event of a breach or default hereunder, each party shall (subject to the waivers and other limitations contemplated by this Agreement) be entitled to all available legal and equitable remedies; provided, however, that each party’s rights and obligations hereunder shall be subject to the terms, provisions and limitations of Article 9, in general, and, in particular, the waivers, relinquishments and other limitations of Section 9.4 and 9.5, of the Stock Purchase Agreement, incorporated by reference herein; provided, further that the representations and warranties made in this Agreement shall survive the Closing Date for the shorter of the period beginning on the Closing Date and ending (i) twelve (12) months from the Closing Date or (ii) on December 31, 2009; provided, further that the representations and warranties set forth in Sections 7(a), (b), (d) - (h) shall survive until the expiration of the applicable statute of limitations therefor; provided, further that any claim or suit based on fraud shall survive the Closing until the expiration of the applicable statute of limitations; provided, further that each covenant made in this Agreement shall survive for a period stated in such covenant, and if no such period is specified, then such covenant shall survive the Closing for a period of twelve (12) months from the Closing Date.  For purposes of this Section 12, capitalized terms used in Section 9.4 of the Stock Purchase Agreement and not otherwise specifically defined in this Agreement have the meanings set forth in the Stock Purchase Agreement.
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