Common use of Survival and Indemnification Clause in Contracts

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 shall survive (i) the acceptance of the Subscription Agreement by the Company (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Shares. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities or State Securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 4 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SharesCommon Stock. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it them under the Securities Act or State Securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SharesCommon Stock. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities federal securities or State Securities state securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 4 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's ’s qualification and suitability to purchase the SharesUnits. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities or State Securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 6 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SharesCommon Stock. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities federal securities or State Securities state securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 4 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SharesUnit. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities federal securities or State Securities state securities laws.

Survival and Indemnification. All representations, The representations and warranties of the Company and the agreements and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of ACS. The Company agrees to indemnify and hold harmless, and advance expenses as they are incurred to, ACS and each of ACS `s officers, directors, employees, partners, agents and affiliates for loss or damage arising as a result of or related to (i) the acceptance of the Subscription Agreement any breach or alleged breach by the Company of any of its representations, warranties, covenants or obligations set forth herein, (ii) changes in this transaction and documents related to this transaction which are not material any cause of action, suit or which are to the benefit of the Subscriber, and (iii) the death claim brought or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Shares. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and made against ACS or its officers, directors, employees, partners, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses or affiliates by a third party (including attorneys' fees for these purposes a derivative action brought on behalf of the Company) and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from (A) the untruth execution, delivery, performance or enforcement of this Agreement or any representation herein other certificate, instrument or document contemplated hereby or thereby and (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance and sale of the Securities, or (iii) the status of ACS or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of such liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 8.9 shall be the same as those set forth in Section 6(c) of the Registration Rights Agreement. The representations and warranties of ACS shall survive the Closing hereunder and ACS shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates for any loss or damage arising as a result of the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities or State Securities lawsACS's representations and warranties.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 4 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SharesCommon Stock. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities or State Securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's ’s qualification and suitability to purchase the SharesCommon Stock. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities federal securities or State Securities state securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 6 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 5 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Exchange Shares. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities or State Securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 4 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SharesCommon Stock. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities federal securities or State Securities lawsLaws.

Survival and Indemnification. All representations, (a) The representations and warranties and covenants of the Parties hereto contained in this Agreement and or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the indemnification Closing for 365 calendar days; except those contained in this Paragraph 5 Sections 4.01(f)(ii), (g), (h), (j)(ii), (l) and (m), which shall not survive (i) the acceptance of the Subscription Agreement by the Company Closing, and (ii) changes the representations and warranties contained in Section 11.02 shall survive until expiration of the statute of limitations applicable to the matters covered thereby (giving effect to any waiver, mitigation or extension thereof), if later. The covenants and agreements of the Parties contained herein shall survive in accordance with their terms or, if no term is specified and same is not a representation or warranty, indefinitely. Notwithstanding the preceding sentence, any representation, warranty, covenant or agreement which is specified as surviving Closing and in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if specific notice of the inaccuracy thereof giving rise to such right of indemnity identifying each specific instance (not a general statement), and including all particulars, shall have been given to the Party against whom such indemnity may be sought prior to such time. (b) Without limiting Purchaser’s obligations in this transaction Agreement, from and documents related to this transaction which are not material or which are to the benefit of the Subscriberafter Closing, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Shares. The Subscriber hereby agrees to Purchaser shall indemnify, defend and hold harmless the CompanySeller and its Affiliates, and its their respective directors, officers, directors, employees, agents agents, representatives, contractors and controlling persons, subcontractors from and against any and all losses, damages, claims, damagessuits, liabilitiescauses of action, penalties, costs, expenses (including without limitation, reasonable expenses of investigation and reasonable attorneys' ’ fees and disbursementsexpenses in connection with any action, suit or proceeding and liabilities other than special or punitive damages), judgment including, without limitation, damage to property, injury to or amounts paid in settlement death of actions persons or other living things, natural resource damages, CERCLA response costs, environmental remediation and restoration costs, or fines or penalties (collectively, "Claims"), regardless of whether such Claims arise as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or violation of any Legal Requirement by Seller or any of its Affiliates, arising out of or resulting from the untruth of any representation herein or from: (i) the breach of any warranty of the representations and warranties made by Purchaser in this Agreement or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed document, instrument or certificate delivered in connection herewith, during the applicable survival period; (ii) any failure by Purchaser to constitute perform in all material respects any of its covenants, agreements or obligations in this Agreement or in any document, instrument or certificate delivered in connection herewith; (iii) the Assumed Obligations, except those set forth in Section 10.02(d) which arise under or relate to actions occurring or conditions existing prior to the Closing Date; (iv) Sales Taxes and Property Taxes and other Taxes for which Purchaser is liable under Article XI hereof; and (v) any brokerage commissions or finders’ fees incurred by Purchaser in connection with this Agreement or the transactions contemplated hereby. (c) Without limiting Seller’s obligations under this Agreement, from and after Closing, Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates and Purchaser’s and their respective directors, officers, employees, agents, representatives, contractors and sub-contractors from and against any Claims, regardless of whether such Claims arise as a waiver result of the negligence, strict liability or any other liability under any theory of law or equity of, or violation of any rights granted Legal Requirement by, Purchaser or any of its Affiliates, arising out of or resulting from: (i) the breach of any of the representations or warranties made by Seller in this Agreement or in any document, instrument or certificate delivered in connection herewith, during the applicable survival period; (ii) any failure by Seller to it under perform in all material respects any of its covenants, agreements or obligations in this Agreement or in any document, instrument or certificate delivered in connection herewith; and (iii) any brokerage commissions or finders’ fees incurred by Seller in connection with this Agreement or the Securities or State Securities lawstransactions contemplated hereby.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement agreement and the indemnification contained in this Paragraph 5 paragraph 5. shall survive survive: (ia) the acceptance of the Subscription and Customer Agreement by the Company Company; (iib) changes in this transaction the transactions, documents and documents related to this transaction instruments described in the Confidential Private Placement Memorandum which are not material or which are to the benefit of the Subscriber, ; and (iiic) the death or disability of the a Subscriber. The Subscriber undersigned acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 paragraph 4. hereof and that the Company and/or its agents has relied upon such representations, warranties and covenants in determining the undersigned Subscriber's ’s qualification and suitability to purchase Units in the SharesProgram. The Subscriber undersigned hereby agrees to indemnify, defend defend, and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgment judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber undersigned shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities federal securities acts or State Securities lawsstate securities acts. The obligations to the Company to sell the number of Units specified herein to the undersigned are subject to the condition that the representations and warranties of the undersigned contained in paragraph 4. hereof shall be true and correct on and as of the acceptance of the Subscription and Customer Agreement in all respects with the same effect as though such representations and warranties have been made on and as of that date.

Survival and Indemnification. (a) All covenants to be performed prior to the Closing Date, and all representations, warranties and covenants contained in this Subscription Agreement shall survive the Closing for a period of one (1) year, PROVIDED, HOWEVER, that if any claims for an EBITA Adjustment (as hereinafter defined) with respect to any such representations or warranties have been asserted prior to the expiration of such period, the representations or warranties on which any such claims are based shall continue in effect until final resolution of any claims and the indemnification contained representations and warranties set forth in this Paragraph 5 shall survive (i) the acceptance of the Subscription Agreement by the Company (ii) changes in this transaction and documents related to this transaction which are not material or which are to the benefit of the SubscriberSECTIONS 5(H), and (iii) N), shall survive until the death or disability date of the Subscriberlast payment under SECTION 2.2 of the Shareholder Agreement. All covenants to be performed after the Closing Date shall continue indefinitely. (b) The Subscriber acknowledges Company and the Founders acknowledge the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification willingness to enter into this Subscription Agreement and suitability to purchase the Shares. The Subscriber hereby agrees . (c) Notwithstanding anything to indemnifythe contrary contained herein, defend the sole and hold harmless exclusive remedy for any breach of the Companyrepresentations and warranties made by the Founders herein shall be an adjustment of the payment to be made to the Founders under the Shareholder Agreement (an "EBITA ADJUSTMENT"), and its officers, directors, employees, agents and controlling persons, from and against no Founder shall be liable for any and all losses, claims, damages, liabilities, expenses amount under this SECTION 6 (including attorneys' fees and disbursementsexcept to the extent of any such EBITA Adjustment), judgment or amounts paid all as provided in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoingShareholder Agreement, provided, however, no representationthat prior pursuing any such adjustment based upon a breach of representations or warranties contained in this Subscription Agreement, warranty, covenant or acknowledgment made herein by Subscriber agrees to cause the Subscriber shall Company to diligently pursue and exhaust any such a claim it may have for indemnification against Safeco in any manner be deemed to constitute a waiver of any rights granted to it under accordance with the Securities or State Securities lawsStock Purchase Agreement.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 5 shall survive (i) the acceptance of the Subscription Agreement by the Company Company, (ii) changes in this transaction the transactions, documents and documents related to this transaction instruments described herein which are not material or which are to the benefit of the Subscriber, and (iii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SharesUnit. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or State Securities state securities laws.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement WIPA and the indemnification contained in this Paragraph 5 paragraph shall survive survive: (ia) the acceptance of the Subscription Agreement WIPA by the Company Issuer; (iib) changes in this transaction the transactions, documents and documents related to this transaction instruments which are not material or which are to the benefit of the Subscriber, ; and (iiic) the death or disability of the a Subscriber. The Subscriber Participant acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 4 paragraph 4. hereof and that the Company Issuer has relied upon such representations, warranties and covenants in determining the SubscriberParticipant's qualification and suitability to purchase Interests in the SharesProgram. The Subscriber Participant hereby agrees to indemnify, defend and hold harmless the CompanyIssuer, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgment judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber Participant shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities federal securities acts or State Securities lawsstate securities acts. The obligation of the Issuer to sell the Interests specified herein to the Participant is subject to the condition that the representations and warranties of the Participant contained in paragraph 4. hereof shall be true and correct on and as of the acceptance of the WIPA in all respects with the same effect as though such representations and warranties have been made on and as of that date.