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making the Transactions illegal, and such statute, rule, order, decree, regulation or other <br />action shall have become final and nonappealable; <br />(iii) there has been a material breach of or any material inaccuracy in <br />any of the representations or warranties set forth in this Agreement on the part of either <br />the Buyer on the one hand or the Seller or any of the Individuals on the other hand <br />(provided in any such case that the terminating Party is not then in material breach of <br />any representation, warranty, covenant or other agreement contained herein); provided <br />however, that no Party shall have the right to terminate this Agreement pursuant to this <br />Section 7.1(b)(iii) unless the terminating Party has given notice to the other Party of <br />such material breach and, if such material breach is curable, a period of at least ten (10) <br />Business Days to cure such material breach and it remains uncured by the other Party <br />after such cure period; or <br />(iv) if there has been a material breach of any of the covenants or <br />agreements set forth in this Agreement on the part of the Buyer, on the one hand, or the <br />Seller and the Individuals on the other had (provided in any such case that the <br />terminating Party is not then in material breach of any representation, warranty, <br />covenant or other agreement contained herein); provid however, that no Party shall <br />have the right to terminate this Agreement pursuant to this Section 7.1(b)(iv) unless the <br />terminating Party has given notice to the other Party of such material breach and, if <br />such material breach is curable, a period of at least ten (10) Business Days to cure such <br />material breach and it remains uncured by the other Party after such cure period. <br />7.2 Effect of Termination. <br />(a) In the event of the termination of this Agreement as provided in <br />Section 7,1, written notice thereof shall be given by the terminating Party to the other Patty <br />specifying the provision of this Agreement pursuant to which such termination is made, and <br />except as provided in Section 7.2(b), this Agreement shall forthwith become null and void after <br />the expiration of any applicable period following such notice. <br />(b) Notwithstanding the foregoing, in the event of the termination of this <br />Agreement, there shall be no liability on the part of any Party, except as set forth in Section 2.2, <br />Section 4.1(d), Section 8.3(c), Section 9.6. Section 9.7, and Article X of this Agreement. <br />ARTICLE VIII. <br />INDEMNIFICATION <br />8.1 Survival of Representations. Warranties and Covenants. The representations and <br />warranties contained in this Agreement and the certificates delivered pursuant to Sections 6.2(a) <br />and 6.3(a) shall terminate at 5:00 p.m., Denver, Colorado local time, on the Closing Date, <br />provided, however, that the covenants set forth in the Deeds, the Bill of Sale and the Deed <br />Restrictions shall survive the Closing. The covenants and agreements of the Seller, the <br />Individuals and the Buyer set forth in this Agreement that by their terms are to be performed <br />after the Closing shall survive until fully discharged. Each of the survival periods set forth <br />herein is hereinafter referred to as the "Survival Period". The obligation to indemnify and hold <br />11 <br />