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 Section 7 shall survive (a) the acceptance of this Subscription Agreement by the Company, and (b) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Units. 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 or 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 laws.

Appears in 9 contracts

Samples: Subscription Agreement (Tor Minerals International Inc), Subscription Agreement (Tor Minerals International Inc), Subscription Agreement (Tor Minerals International Inc)

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Survival and Indemnification. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in this Section 7 Section7 shall survive (ai) the acceptance of this the Subscription Agreement by the Company, Company and (bii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Units. 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 or of any representation herein or the breach of any warranty or covenant hereinherein up to the amount of such Subscriber's investment. 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 laws.

Appears in 1 contract

Samples: Subscription Agreement (Petrosearch Energy Corp)

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Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Section 7 Paragraph 8 shall survive (ai) the acceptance of this the Subscription Agreement by the Company, (ii) changes in the transactions, documents and instruments described in the Memorandum which are not material or which are to the benefit of the Subscriber, and (biii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the UnitsShares. 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 or 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 laws.

Appears in 1 contract

Samples: Subscription Agreement (Preferred Voice Inc)

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