No Survival Indemnification Sample Clauses

No Survival Indemnification. (a) None of the representations, warranties or pre-Closing covenants and agreements of the parties contained in this Agreement or in any certificate or schedule delivered pursuant to this Agreement shall survive the Closing, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any party or any of its respective Affiliates in respect thereof. All covenants and agreements of the Sellers and Buyer contained in this Agreement that by their terms contemplate actions or impose obligations following the Closing shall survive the Closing in accordance with their respective terms only for such period as shall be required for the party required to perform under such covenant to complete the performance required thereby; provided, that no such covenant or agreement shall terminate with respect to any claim made by Buyer or a Seller prior to the date such covenant and or agreement would otherwise have terminated in accordance with this sentence in respect of any breach or non-performance thereof until such claim is fully and finally resolved and, if applicable, paid. Notwithstanding the foregoing, (a) except as set forth in Section 7.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this Agreement in accordance with its terms and (b) nothing in this Section 8.1(a) shall limit or prohibit the right of Buyer to pursue recoveries under the R&W Policy.
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No Survival Indemnification. 12.1 No Survival of Representations. Except as otherwise provided in this Article 12, or elsewhere specifically provided in this Agreement, the representations and warranties of Seller and Purchaser in this Agreement shall not survive after the Closing Date.
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No Survival Indemnification. 28 12.1 No Survival of Representations . . . . . . . . . 28 12.2
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No Survival Indemnification. 68 SECTION 11.01 No Survival of Representations and Warranties ............................68 SECTION 11.02
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No Survival Indemnification 
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Related to No Survival Indemnification

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Mutual Indemnification Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Survival and Indemnification 20 8.1 Survival...........................................................20 8.2 Indemnification....................................................21 8.3

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

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