Common use of Indemnification Survival Clause in Contracts

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. The Company shall indemnify, save and hold harmless each PurchaserLender, its directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Purchaser Lender 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 Lender 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 CB), (ii) the transactions contemplated hereby or thereby, or (iii) the ownership by such Purchaser Lender of the SecuritiesSecurities or (iv) the rights of the Lenders to elect directors to the Company’s Board. This indemnification provision shall be in addition to the rights of the Purchaser Lender to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents, the Warrants Documents or the Certificate of Designation (Series CB). 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. 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 CB), (ii) the transactions contemplated hereby or thereby, or (iii) the ownership by such Purchaser of the SecuritiesSecurities or (iv) the rights of the Purchasers 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, the Warrants Documents or the Certificate of Designation (Series CB). 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. 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 contained in this Agreement or the Transaction Documents shall survive the Closing until the date that is two twelve (212) years after months following the Closing Date; provided, however, except that (a) the representations and warranties of the Company contained Seller set forth in Sections 5.2 Section 4.01 (Due Issuance and Authorization of Capital StockOrganization), 5.16 Section 4.02 (TaxesPower and Authority), 5.17 Section 4.03 (Employee MattersEnforceability) and 5.21 Section 4.15 (Intellectual Property MattersBrokers’ and Finders’ Fees) (collectively, the “Seller Fundamental Representations”) shall survive the Closing indefinitely or until the sixty latest date permitted by applicable Law, and (60b) days after the expiration representations and warranties of Buyer set forth in Section 5.01 (Organization), Section 5.02 (Authorization and Validity of Agreement), and Section 5.05 (Brokers’ and Finders’ Fees) (collectively, the “Buyer Fundamental Representations”) shall survive the Closing indefinitely or until the latest date permitted by applicable Law. The covenants and agreements of the Parties contained herein shall survive the Closing indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by applicable statute Law. Notwithstanding the preceding sentences, (x) any breach of limitations period (after giving effect representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to any waivers or extensions thereof). All covenants the preceding sentences, if notice of the Company inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time, and (y) nothing contained in this AgreementSection 8.01 shall limit in any way any rights a Party may have to bring claims grounded in fraud, except to the extent otherwise expressly providedintentional misrepresentation or willful misconduct, which rights shall survive the Closing indefinitely.

Indemnification Survival. The Company shall indemnify(a) Survival of Representations and Warranties, save Licenses 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)Covenants. 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 Seller and the Buyer contained in Sections 5.2 (Due Issuance Section 3 and Authorization of Capital Stock)Section 4, 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall will survive the Closing until hereunder and continue in full force and effect for a period of twenty-four (24) months thereafter, except that the sixty representations and warranties contained in Section 3(a) (60) days after the expiration “Organization of the Seller”), Section 3(b) (“Authorization of the Transaction”), Section 3(f) (“Title to Assets”), Section 4(a) (“Organization of the Buyer”), and Section 4(b) (“Authorization of the Transaction”) shall not expire (subject to any applicable statute of limitations period (after giving effect to any waivers or extensions thereoflimitations). All covenants If a Loss relates to a breach by a party of a representation or warranty, the Loss notice with respect thereto must be given to the Indemnifying Party within twenty-four (24) months of the Company date that such representation or warranty ceases to survive, in which case such representation or warranty shall survive as to such claim until such claim has been finally resolved. All other covenants, licenses and agreements of the Seller and the Buyer contained in this Agreement, except to Agreement and the extent otherwise expressly provided, Ancillary Agreements shall survive in accordance with their respective terms. The representations and warranties of the Closing indefinitelySeller shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Buyer or by reason of the fact that the Buyer or any of its representatives knew or should have known that any such representation or warranty is or might be inaccurate or incorrect in any respect. For all purposes of (i) determining whether there has been any misrepresentation of or inaccuracy in the representations and warranties contained in this Agreement and (ii) calculating Losses hereunder, any “material,” “materiality,” “material adverse effect” or similar qualification in such representations and warranties shall be disregarded.

Indemnification Survival. The Company Each of the Borrowers shall indemnify, save and hold harmless each PurchaserAgent, each Noteholder, its respective directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Purchaser Noteholder 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 Noteholder 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)Charter Amendment, (ii) the transactions contemplated hereby or thereby, or (iii) the ownership by such Purchaser Noteholder of the Securities. This indemnification provision shall be in addition to the rights of the Purchaser Noteholder to bring an action against either of the Company Borrowers for breach of any term of this Agreement, the other Transaction Documents, the Warrants Documents or the Certificate of Designation (Series C)Charter Amendment. All representations and warranties of the Company Borrowers 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 Borrowers 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 either of the Company Borrowers in this Agreement, except to the extent otherwise expressly provided, shall survive the Closing indefinitely.