Survival and Indemnity. The rights and obligations of Buyer and Seller under this Agreement shall be subject to the following terms and conditions:
Survival and Indemnity. (a) This clause survives the termination of the Agreement.
Survival and Indemnity. (i) Except as set forth in Section 9(a)(ii), none of the representations, warranties, and covenants of the Parties (other than the provisions in Section 2 above concerning issuance of the Acquiror Shares and the provisions in Section 5(i) above concerning indemnification) will survive the Effective Time;
Survival and Indemnity. (a) The truth, accuracy and ---------------------- completeness of each of the representations and warranties of Sunburst herein set forth shall constitute a condition precedent to the obligations of Sunburst and Choice, respectively, hereunder. Such representations, warranties and covenants herein set forth shall survive the Closing for the period of the applicable statute of limitations. Sunburst agrees to indemnify, defend and hold harmless Choice and any of its affiliates from any claim, damage, demand, liability, loss or cost (including costs of investigation and defense and reasonable attorneys' fees and costs) or diminution of value, whether or not involving a third party claim (collectively, "Damages"), which results from (i) any material breach of or inaccuracy in the respective representations, warranties and covenants of Sunburst set forth above; or (ii) from any injuries to person or property that occur or arise out of the Parcel prior to Closing.
Survival and Indemnity. The representations, warranties and covenants set forth in this Agreement shall survive and continue after the Effective Date of this Agreement and the closing of any transaction contemplated herein. Each Party (the "Breaching Party") shall indemnify and hold harmless every other Party from any loss, liability, damages, claim and/or expenses (including reasonable attorney's fees incurred in connection therewith) arising from or relating to any breach by the Breaching Party of any of the representations, warranties or covenants made by the Breaching Party in this Agreement.
Survival and Indemnity. 9.1. The warranties and representations set forth herein shall survive for twelve (12) months after Closing.
Survival and Indemnity. (a) The representations, covenants, agreements and indemnities (the "obligations") of or by Seller and Buyer shall survive the Closing.
Survival and Indemnity. 7.1 Survival of Representations and Warranties 23 7.2 Indemnification of Buyer 23 7.3 Indemnification of Sellers 24
Survival and Indemnity. 23 8.1 Survival of Representations and Warranties 24 8.2 Indemnification of Buyer 24 PART 9 CLOSING 24 9.1 Closing 24 9.2 Delivery by Sellers 24 9.3 Delivery by the Buyer 25 PART 10 TERMINATION 26 10.1 Termination 26 10.2 Survival 26 10.3 Notice of Termination 26 PART 11 GENERAL 26 11.1 Public Announcements 26 11.2 Notices 26 11.3 Time of Essence 27 11.4 Governing Law 27 11.5 Submission to Jurisdiction 27 11.6 Entire Agreement 27 11.7 Severability 27 11.8 Currency 27 11.9 Accounting Principles 27 11.10 Enurement 28 11.11 Further Assurances 28 11.12 Costs and Expenses 28 11.13 Assignment 28 11.14 Counterparts 28 SHARE PURCHASE AGREEMENT THIS AGREEMENT dated effective Ma_y 2_1 , 2021 (the “Effective Date”) is by and among: XXXXX XXXX XXXXXXXX, an individual with an address at [Redacted] AND XXXXXXXX XXXXX XXXXXX, an individual with an address at [Redacted] (“Xxxxxxxx”) AND XXXX XXXX XXXX, xx individual with an address at [Redacted] (“Xxxxxx”) AND
Survival and Indemnity. Section 9.1 Survival of Representations and Warranties Section 9.2 Indemnity by Parent and Sellers Section 9.3 Indemnity by Buyer
