Indemnification Survival. (a) From and after the date hereof, Warrantholder will indemnify and hold harmless CSC and CSC’s officers, directors, employees and agents against any and all liability, damage, deficiency, loss, cost or expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by Warrantholder in this Agreement.
(b) From and after the date hereof, CSC will indemnify and hold harmless Warrantholder and Warrantholder’s employees and agents against any and all liability, damage, deficiency, loss, cost r expense (including reasonable attorneys’ fees and expenses) that are based upon or that arise out of any misrepresentation or breach of any warranty or agreement made by CSC in this Agreement.
(c) Each party (the “Indemnified Party”) entitled to indemnification under this Agreement shall give prompt notice to the party (the “Indemnifying Party”) required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party’s expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party’s expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend aga...
Indemnification Survival. The Company shall indemnify, save and hold harmless each Purchaser, its directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Purchaser Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, fine, penalty, amount paid in settlement, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claims, actions, suits, proceedings, investigations or similar claims by any person or entity (other than any Purchaser Indemnified Party) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, the Warrants, any of the other Transaction Documents or the Certificate of Designation (Series C), (ii) the transactions contemplated hereby or thereby, or (iii) the ownership by such Purchaser of the Securities. This indemnification provision shall be in addition to the rights of the Purchaser to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents, the Warrants or the Certificate of Designation (Series C). All representations and warranties of the Company in this Agreement or the Transaction Documents shall survive the Closing until the date that is two (2) years after the Closing Date; provided, however, that the representations and warranties of the Company contained in Sections 5.2 (Due Issuance and Authorization of Capital Stock), 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall survive the Closing until the sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers or extensions thereof). All covenants of the Company in this Agreement, except to the extent otherwise expressly provided, shall survive the Closing indefinitely.
Indemnification Survival. Breaches of this Agreement by either Buyer or Seller will be a breach for which the nonbreaching party is entitled to indemnification utilizing the procedures set forth in the Management Agreement. This Agreement shall survive the Closing.
Indemnification Survival. Tenant shall, to the fullest extent allowable under the Laws, indemnify, defend (with counsel reasonable acceptable to Landlord) and hold harmless the Landlord Parties and the Premises from and against any Claims (including, without limitation, loss in value of the Premises, the Building or the Land, liabilities and expenses (including reasonable attorneys’ fees)) sustained by the Landlord Parties or the Premises in any manner relating to or arising out of: (a) any Hazardous Materials placed on or about the Premises by Tenant or Tenant’s Agents; (b) the presence of any Hazardous Materials (excluding a Migratory Release) on or about the Premises as a result of any release or discharge occurring during Tenant’s use or occupancy of the Premises, except to the extent released, discharged or disposed of on, in, at or under as a result of any act or omission of Landlord or Landlord’s Agents; or (c) Tenant’s breach of any provision of this Article 5. Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend (with counsel reasonable acceptable to Tenant) and hold harmless the Tenant Parties from and against any Claims sustained by any of the Tenant Parties in any manner relating to or arising out of: (i) any Hazardous Materials that exist at the Premises as of the Effective Date; (ii) any Hazardous Materials that are released, discharged or disposed of on, in, at, under, or that emanate from, the Premises as the result of any act or omission of Landlord or Landlord’s Agents; or (iii) Landlord’s breach of any provision of this Article 5. The terms of this Section 5.8 shall survive the expiration or termination of this Lease.
Indemnification Survival. Section 10.1 Parent Holdings' Agreement to Indemnify....................27 Section 10.2 Conditions of Indemnification With Respect to Third-Party Claims.....................................................28 Section 10.3 Survival of Representations; Covenants.....................29
Indemnification Survival. The Company shall indemnify, save and hold harmless the Purchaser, its directors, officers, employees, partners, representatives and agents (each, a “Purchaser Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claims, actions, suits, proceedings or similar claims by any person or entity (other than any Purchaser Indemnified Party) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, any of the other Transaction Documents or the Certificate of Designation, (ii) the transactions contemplated hereby or thereby, (iii) the ownership by the Purchaser of the Securities or (iv) the rights of the Purchaser to elect directors to the Company’s Board. This indemnification provision shall be in addition to the rights of the Purchaser to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents or the Certificate of Designation.
Indemnification Survival. Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all claims, damages, liabilities, fines, judgments, penalties, costs, losses (including loss in value of the Premises or the Project, the loss of rentable or usable space, any adverse effect on marketability of the Project or space therein, and all sums paid for settlement of claims), costs incurred in connection with any site investigation or any cleanup, removal or restoration mandated by any Governmental Authority, and expenses (including attorneys’ fees, consultant and expert fees) to the extent attributable to (i) any Hazardous Materials placed on or about the Project by Tenant or any Tenant Party, or on or about the Premises by any party other than Landlord, at any time during the Term, or (ii) Tenant’s failure to comply with any of its obligations under this Article 29, all of which shall survive the expiration or earlier termination of this Lease.
Indemnification Survival. 23 9.1. Indemnification by the Seller................................. 23 9.2. Indemnification by the Buyer.................................. 23 9.3.
Indemnification Survival. (a) PLC shall defend, indemnify, and hold harmless Xxxxxxx and its officers, directors, partners, members, direct and indirect beneficial owners, employees, representatives, successors and assigns (each, a "Tax Matters Indemnitee") from and against any and all losses, damages, taxes, additions to tax, interest, penalties, and expenses (including, without limitation, reasonable attorneys' fees, costs, and expenses incurred in investigating and defending against the assertion of such liabilities) that may be sustained, suffered, or incurred by any such Indemnitee arising from, or in connection with or relating to any breach by PLC of its representations, warranties, covenants, or agreements set forth in this Article VI after the Closing.
(b) In respect of any matter for which a claim can be made under Section 6.3(a) or Section 7.1, any amount due and payable under Section 7.1 shall reduce the amount due and payable under Section 6.3(a).
(c) The obligations of PLC under this Section 6.3 shall survive the termination of this Agreement and shall continue in full force and effect.
Indemnification Survival. The Consultant shall indemnify and hold the Corporation harmless for any damages the Corporation incurs as a result of the Consultant's breach of Sections 6, 7 or 8 hereof. Sections 3, 6, 7, 8, 9, 13 and 14 hereof shall survive the expiration or termination of this Agreement for any reason.
