Form Apa - Asset Purchase Agreement Page 30
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retention period for all government contract information, records or documents. Buyer
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shall also make available to Seller, as reasonably requested by Seller, personnel
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responsible for preparing or maintaining information, records and documents, in
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connection with tax matters, governmental contracts, litigation or potential litigation,
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including without limitation, claims for workers' compensation, product liability, general
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insurance liability and automobile insurance liability. Prior to destroying any records
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related to Seller for the period prior to the Closing Date, Buyer shall notify Seller
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thirty (30) days in advance of any such proposed destruction of its intent to destroy such
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records, and Buyer will permit Seller to retain any such records; provided, however, that
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failure to provide such notification shall not constitute a basis for any liability or claim
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for damages. With respect to any litigation and claims that are Excluded Liabilities,
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Buyer shall render all reasonable assistance that Seller may request in defending such
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litigation or claim and shall make available to Seller personnel most knowledgeable about
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the matter in question.
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ARTICLE X
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SURVIVAL AND INDEMNIFICATION
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10.1
Survival of Representations, Etc.
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The representations and warranties of Seller contained in this Agreement (in each
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case, as updated pursuant to Section 6.6 and as in effect on the Closing Date) shall
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survive the Closing Date but shall terminate __________ after the Closing Date except to
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the extent that claims relating to breach of any such representation or warranty have been
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made in writing in reasonable detail prior to the expiration of such period. No claim may
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be made with respect to any alleged breach of a representation or warranty of Seller
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contained in this Agreement, whether for indemnification in respect thereof or otherwise,
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unless written notice of such claim setting forth the alleged breach and resulting claimed
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damages in reasonable detail, is given to Seller within the ___________ period following
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the Closing. The election by any party to consummate the transactions contemplated by
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this Agreement, notwithstanding such party's actual knowledge of the inaccuracy of any
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representation or warranty contained herein, shall constitute a waiver by such party of
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any claim for indemnification arising out of such breach of such representation or
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warranty.
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10.2
Indemnifications
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(a)
By Seller.
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Seller shall indemnify Buyer and its Representatives and Affiliates, and
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hold each of them harmless from and against any and all Damages incurred by any of
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them in connection with, arising out of, or resulting from (i) any breach of any
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representation or warranty made by Seller in this Agreement (in each case, as updated
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pursuant to Section 6.6 as in effect on the Closing Date); or (ii) any failure by Seller to
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perform in a timely manner any agreement, covenant (other than the covenant of Seller
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contained in Section 6.8) or obligation of Seller pursuant to this Agreement; provided,
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however, in each case, that Damages shall not include, and Seller shall not be liable for,
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