M&A Boot Camp booklet 2023 - Flipbook - Page 138
(g) by Parent if the Required Merger Stockholder Votes or the Required Amendment Stockholder Votes are not obtained within one
day after the date of this Agreement.
8.2 Termination Procedures. If Parent wishes to terminate this Agreement pursuant to Section 8.1, Parent shall deliver to the Company a
written notice stating that Parent is terminating this Agreement and setting forth a brief description of the basis on which Parent is terminating this
Agreement. If the Company wishes to terminate this Agreement pursuant to Section 8.1, the Company shall deliver to Parent a written notice
stating that the Company is terminating this Agreement and setting forth a brief description of the basis on which the Company is terminating this
Agreement.
8.3 Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement
shall terminate; provided, however, that: (a) none of the Company or Parent shall be relieved of any obligation or liability arising from any prior
breach by such party of any provision of this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the
provisions set forth in Section 10; and (c) the parties shall, in all events, remain bound by and continue to be subject to Section 5.3 and the
Confidentiality Agreement.
9.
INDEMNIFICATION, ETC.
9.1 Survival of Representations, Etc.
(a) General Survival. Subject to Section 9.1(b) and Section 9.1(d), the representations and warranties made by the Company in this
Agreement and the representations and warranties set forth in the Company Closing Certificate and the Merger Consideration Certificate, in
each case other than the Specified Representations, shall survive the Effective Time and shall expire on the first anniversary of the Closing
Date (the “Termination Date”); provided, however, that if, at any time prior to the Termination Date, any Indemnitee (acting in good faith)
delivers to the Stockholders’ Agent a written notice alleging the existence of an inaccuracy in or a breach of any of such representations and
warranties and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such
notice shall survive the Termination Date until such time as such claim is fully and finally resolved.
(b) Specified Representations. Notwithstanding anything to the contrary contained in Section 9.1(a), but subject to Section 9.1(d), the
Specified Representations (other than the representations and warranties set forth in Section 2.14, which shall survive until 30 days after the
expiration of the statute of limitations applicable thereto (including any extensions thereof)) shall survive the Effective Time until the earlier
of: (i) 30 days after the expiration of the statute of limitations applicable thereto (including any extensions thereof); or (ii) the third
anniversary of the Closing Date; provided, however, that if, at any time prior to the applicable expiration date referred to in this sentence, any
Indemnitee (acting in good faith) delivers to the Stockholders’ Agent a written notice alleging the existence an inaccuracy in or a breach of
any of such Specified Representations and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then
the claim asserted in such notice shall survive the Termination Date until such time as such claim is fully and finally resolved.
(c) Parent Representations. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the
Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease.
48.