Indemnification Survival of Representations and Warranties. (a) Subject to the terms and conditions of this Section 7.9 and 7.10 and other than in respect of Environmental Damages for which indemnification shall be had, if at all, exclusively pursuant to Section 7.14, the Selling Shareholders hereby agree to indemnify and save harmless Purchaser and its officers, directors, shareholders, employees and Affiliates from, against, for and in respect of any and all assessments, penalties, losses, damages, liabilities, costs and expense (including court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending), suit, action, claim, liability, obligation, or any Taxes described in Section 7.10(a) (collectively, "DAMAGES") suffered, sustained, incurred or required to be paid by Delta, the Purchaser, or any of their respective officers, directors, employees or Affiliates as a direct result of the breach of any representation, warranty, covenant or agreement of the Selling Shareholders or the Company contained in or made pursuant to this Agreement; PROVIDED, HOWEVER, that there shall be no liability under this Section 7.9(a) or Section 7.10(a) unless and until the aggregate of all Damages exceed seventy five thousand dollars ($75,000.00) and then recovery shall be had for each previously or subsequently incurred Damage.
(b) Subject to the terms and conditions of this Section 7.9, Delta and Purchaser hereby agree to indemnify and save harmless the Selling Shareholders from, against, for and in respect of any and all Damages suffered, sustained, incurred or required to be paid by any Selling Shareholder as a direct result of the breach of any representation, warranty, covenant or agreement of Purchaser or Delta contained in or made pursuant to this Agreement, PROVIDED that there shall be no liability of Delta or the Purchaser under this Agreement in excess of $2,250,000, other than for payment of the Purchase Price.
(c) Any party seeking indemnification hereunder ("INDEMNIFIED PARTY") agrees to give prompt written notice to any indemnifying party (the "INDEMNIFYING PARTY") of any claim by a third party that might reasonably be expected to give rise to a claim based on the indemnity agreements contained in Section 7.9(a) or Section 7.9(b) hereof, stating the nature and basis of said claim and the amount thereof, to the extent known, PROVIDED, HOWEVER, that the failure of any Indemnified Party to give timely notice shall not affect its right to indemnification her...
Indemnification Survival of Representations and Warranties. The representations and warranties contained herein shall survive the execution and delivery of this Agreement. Purchaser agrees to indemnify, hold harmless and defend the Seller and its respective affiliates and agents with respect to any and all loss, damage, expense, claim, action or liability any of them may incur as a result of the breach or untruth of any representations or warranties made by Purchaser herein, and Purchaser agrees that in the event of any breach or untruth of any representations or warranties made by Purchaser herein, the Seller may, at its option, forthwith rescind the sale of the Interest and the Shares to Purchaser.
Indemnification Survival of Representations and Warranties. 55 Section 11.1 Indemnification by the Sellers..................................................................55 Section 11.2 Indemnification by Purchaser....................................................................56 Section 11.3 Cooperation.....................................................................................57 Section 11.4 Limitations on Indemnification..................................................................57 Section 11.5 Notice to Indemnifying Party....................................................................57 Section 11.6 Defense by Indemnifying Party...................................................................57 Section 11.7 Survival of Representations and Warranties......................................................58 Section 11.8 Survival of Representations and Covenants of Purchaser..........................................59
Indemnification Survival of Representations and Warranties. 32 11.1 Indemnity Obligations of the Stockholders...................... 32 11.2 Indemnity Obligations of Acquisition Sub and ARC............... 32 11.3
Indemnification Survival of Representations and Warranties. The respective representations and warranties of Sellers and Purchaser contained in this Agreement, the Seller Disclosure Letter or in any schedule, exhibit or certificate attached hereto or delivered pursuant to this Agreement shall survive the Closing until the date that is eighteen (18) months from the Closing Date, except that (a) the Fundamental Representations shall survive indefinitely, (b) the representations and warranties contained in Section 3.12 (Tax Matters) shall survive until the date that is sixty (60) days following the expiration of the applicable statute of limitations (giving effect to any extensions and waivers thereof) and (c) Purchaser’s representations set forth in Section 5.8 shall not survive the Closing and thereafter, none of Purchaser or its Affiliates will be under any Liability whatsoever with respect to Purchaser’s representations set forth in Section 5.8 and none of Sellers or any other Person will have any post-Closing remedy for breaches of, or inaccuracies in, Purchaser’s representations set forth in Section 5.8 whether set forth in this Agreement or referenced in any certificate delivered in connection with the Closing. The indemnification obligations in respect of any covenant or agreement herein shall survive the Closing in accordance with terms of such covenant or agreement until fully performed unless otherwise agreed to in writing by Purchaser and the Sellers’ Representative. No Person shall be liable for any claim for indemnification under this Article IX unless a Claim Certificate is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the expiration of the applicable survival period, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of the claims described in such Claim Certificate only, until such claim is resolved, whether or not the amount of the Losses resulting from such breach has been finally determined at the time the notice is given.
Indemnification Survival of Representations and Warranties. Section 9.01 Indemnification by Contributors 37 Section 9.02 Indemnification by Acquirer 37 Section 9.03 Defense of Third Party Claims 38 Section 9.04 Other Claims; Payment 39 Section 9.05 Allocation of Certain Indemnification Responsibilities among Contributors 40 Section 9.06 Survival of Representations and Warranties; Liability Limitations 40 Section 10.01 Notices 43 Section 10.02 Third Party Beneficiaries 44 Section 10.03 Severability 44 Section 10.04 Entire Agreement 44 Section 10.05 Waiver; Remedies Cumulative 44 Section 10.06 Assignment 45 Section 10.07 Specific Performance 45 Section 10.08 Governing Law 45 Section 10.09 Submission to Jurisdiction 45 Section 10.10 Waiver of Jury Trial 46 Section 10.11 Disclaimer 46 Section 10.12 Counterparts 46 Section 10.13 Amendment 47 iii Schedule 2.02(e) – Phantom Unit Awards Schedule 2.02(f) – Transaction Bonus Payment Schedule 6.01 – Organization and Qualification Schedule 6.03(a) – Capitalization Schedule 6.03(c) – Repurchase Obligations; Voting Arrangements Schedule 6.04(b) – Conflicts – Acquired Entity Approvals Schedule 6.05 – Permits; Compliance Schedule 6.06(a) – Financial Statements Schedule 6.06(c) – Liabilities Schedule 6.07 – Absence of Certain Changes or Events Schedule 6.08 – Litigation Schedule 6.09(a) – Employees Schedule 6.09(e) – Departing Employees and Employment Agreements Schedule 6.09(f) – Legal Proceedings
Indemnification Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Notes hereunder until the Note is fully repaid. The Company shall indemnify, defend and hold harmless Investor, all its officers, directors, employees, attorneys, and agents, to the full fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) liabilities, obligations, contingencies, damages, and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees, costs of investigation (collectively, “Losses”), as incurred, arising out of or relating to (i) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any breach or inaccuracy in any representation or warranty made by Company contained in this Agreement, or (iii) any breach, violation or non-fulfillment of any covenant, obligation or agreement contained in this Agreement. The Investor shall indemnify, defend and hold harmless the Company, its affiliates and each person controlling the Company (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Company, its affiliates and each such controlling person, to the full fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to any breach or inaccuracy in any representation or warranty made by the Investor contained in this Agreement, or any breach, violation or non-fulfillment of any covenant, obligation or agreement contained in the Transaction Documents.
Indemnification Survival of Representations and Warranties. (1) From and after the Effective Time, Acquiror and each of its Affiliates, officers, employees, directors and representatives (collectively, the "Acquiror Indemnitees") shall be indemnified and held harmless by the shareholders of the Company, in accordance with this Article VII, in respect of any and all Damages reasonably and proximately incurred by any Acquiror Indemnitee as a result of any misrepresentation and/or breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, as modified by the Disclosure Schedules. From and after the Effective Time, the shareholders shall have no rights
Indemnification Survival of Representations and Warranties. Section 7.01.
Indemnification Survival of Representations and Warranties. 30 12.1 General Indemnification by the Stockholder..................... 30 12.2 Specific Indemnification by the Stockholder.................... 31 12.3
