Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "Losses") arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the breach of such Purchaser's representations and warranties.
Appears in 4 contracts
Samples: Common Stock and Warrant Purchase Agreement (China Power Equipment, Inc.), Preferred Stock and Warrant Purchase Agreement (China Power Equipment, Inc.), Preferred Stock and Warrant Purchase Agreement (Biostar Pharmaceuticals, Inc.)
Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's ’s officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' ’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "“Losses"”) arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the or related to any breach of such Purchaser's ’s representations and warrantieswarranties contained herein.
Appears in 3 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Nexxus Lighting, Inc.), Note and Warrant Purchase Agreement (Nexxus Lighting, Inc.), Common Stock and Warrant Purchase Agreement (Super Vision International Inc)
Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's ’s officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' ’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "“Losses"”) arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the breach of such Purchaser's ’s representations and warranties.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Vubotics Inc), Common Stock and Warrant Purchase Agreement (Creative Computer Applications Inc), Common Stock and Warrant Purchase Agreement (Aspyra Inc)
Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of a Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's ’s officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' ’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "“Losses"”) arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the or related to any breach of such Purchaser's ’s representations and warrantieswarranties contained herein.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement, Note and Warrant Purchase Agreement (Nexxus Lighting, Inc.)
Survival Indemnification. (a) The representations representations, warranties, covenants and warranties of the Company and the agreements and covenants made in this Agreement shall survive the execution and delivery of this Agreement and the Closing hereunder notwithstanding and shall in no way be effected by any due diligence investigation conducted made by or on behalf of Purchaser. any party hereto.
(b) The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "Losses") arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company Clean Energy and each of its directors, officers, directors, employees, partnersstockholders, affiliates, agents and affiliates representatives from and against and in respect of any and all Losses actions, causes of action, suits, proceedings, claims, appeals, demands, assessments, judgment, losses, damages, liabilities, interest, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection therewith), resulting from, arising as a result out of, or imposed upon or incurred by any person to be indemnified hereunder in connection with the transactions contemplated by this Agreement, including without limitation by reason of any breach of any representation, warranty, covenant or agreement of the breach Company made in this Agreement or any certificate or other instrument delivered by or on behalf of such Purchaser's representations and warrantiesthe Company pursuant hereto or in connection with the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Note Purchase Agreement (Clean Energy Fuels Corp.), Note Purchase Agreement (Clean Energy Fuels Corp.)
Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of any Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's ’s officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' ’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "“Losses"”) arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers each Purchaser shall survive the Closing hereunder and each such Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the breach of such Purchaser's ’s representations and warranties.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Progressive Gaming International Corp)
Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "Losses") arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the breach of such Purchaser's representations and warranties.
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (Miravant Medical Technologies)
Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's ’s officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' ’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "“Losses"”) arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers Purchaser shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the breach of such Purchaser's ’s representations and warranties.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Progressive Gaming International Corp)