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. (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(j) above concerning indemnification) will survive the Effective Time;
(ii) The representations and warranties of the Major Shareholders in Section 3 hereof shall survive the Effective Time for a period of one year, provided that (i) the representations and warranties set forth in Sections 3 (b), (i), (j) and (l) hereof and any representation and warranty as to which any of Major Shareholders had actual knowledge of the facts which a reasonable person in such Major Shareholder's circumstances should have concluded would constitute an inaccuracy or breach shall survive for two years; and (ii) the representations and warranties set forth in Section 3(s) hereof shall survive until all applicable statutes of limitations, including waivers and extensions, have expired with respect to each matter addressed therein. Notwithstanding the preceding sentence, any representation or warranty for which indemnity may be sought pursuant to this Section 9(a) shall survive the time it would otherwise terminate pursuant to the preceding sentence, if notice of the inaccuracy or breach thereof shall have been given to the Major Shareholder against whom indemnity may be sought.
(iii) The Major Shareholders agree, jointly and severally, to indemnify the Acquiror, Acquiror Sub and the Surviving Corporation against, and agrees to hold each of them harmless from, any and all damage, loss, liability and expense (including, without limitation, costs of investigation and reasonable attorneys' fees in connection with any claim, action, suit or proceeding) (collectively, "DAMAGES") incurred or suffered by the Acquiror, the Acquiror Sub or the Surviving Corporation arising out of:
(A) any misrepresentation or breach of any warranty made by Major Shareholders in Section 3 hereof; or
(B) any claim by any holder or former holder of Target Shares against Target or its officers, directors, or controlling persons alleging violations of Sections 5, 11, or 12 of the Securities Act or Section 10(b) or 14(a) (other than with respect to the Definitive Target Materials) of the Exchange Act, intentional or negligent misrepresentation, breach of fiduciary duty, or any misstatement of material fact or omission to state a fact that is required to be stated or necessary to ...
Survival and Indemnity. (a) This clause survives the termination of the Agreement.
(b) Customer agrees to indemnify, and keep indemnified, Business Fitness in relation to any and all Loss it incurs as a result of Customer’s breach of this clause 10.
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.
(b) Choice agrees to indemnify, defend and hold harmless Sunburst and any of its affiliates from any Damages relating to the Parcel resulting solely from facts or circumstances occurring from and after the 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. 9.1. The warranties and representations set forth herein shall survive for twelve (12) months after 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. 7.1 Survival of Representations and Warranties 26 7.2 Indemnification of Delic 26
Survival and Indemnity. The representations and warranties contained herein shall survive the Closing. Each Interested Party, severally and not jointly, agrees to indemnify, defend and hold harmless Morgans Group LLC and each other party hereto and Morgans Group LLC agrees to indemnify, defend and hold harmless each Interested Party from and against all costs, expenses, losses and damages (including, without limitation, reasonable attorney’s fees and expenses, but excluding consequential damages) incurred by Morgans Group LLC or such other party resulting from any misrepresentation or breach of warranty made by it.
Survival and Indemnity. 21 Section 6.1 Survival of Representations and Warranties.......................................................21 Section 6.2 Indemnification by the Holders...................................................................22 Section 6.3 Indemnification by the Buyer.....................................................................22 Section 6.4 Defense of Claims................................................................................22 Section 6.5 Indemnification Deductible.......................................................................23
