Survival; Indemnity. All representations and warranties made herein shall survive the Closing. Buyer agrees to indemnify and hold Seller harmless from any and all losses, damages, claims, actions and proceedings, including any legal or other expenses, arising out of any breach of any representation or warranty made by the Buyer herein and Seller agrees to indemnify and hold Buyer harmless from any and all losses, damages, claims, actions and proceedings, including any legal or other expenses, arising out of any breach of any representation or warranty made by the Seller herein.
Survival; Indemnity. The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing. Each Holder, severally and not jointly, and Company agree to indemnify and protect the other party, its employees, contractors, agents and attorneys and its successors and assigns and hold them harmless from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as a result of the breach by such Holder or Company, as applicable, of any of its representations, warranties or covenants contained in this Agreement
Survival; Indemnity. The representations and warranties of the parties hereto contained in this Agreement shall survive the consummation of the transactions contemplated hereby. The Subscriber and the Company agree to indemnify and protect the other party, his or its employees, contractors, agents and attorneys, as applicable, and his or its successors and assigns and hold them harmless from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as a result of the breach by the Subscriber or the Company, as applicable, of any of his or its representations, warranties or covenants contained in this Agreement.
Survival; Indemnity. The above representations and warranties of the Purchasers shall survive the Closing of the transactions contemplated by this Agreement. The Purchasers each hereby agree to defend, indemnify and hold harmless the NYTEX Parties and their employees, agents, successors and assigns from and against any claim, damage, liability, loss, cost or expense (including reasonable attorney’s fees) arising directly or indirectly out of (i) any material inaccuracy or breach of any of the Purchasers’ representations and warranties made in this Agreement, (ii) any material failure of Purchasers to perform their obligations as set forth in this Agreement, and (iii) any and all actions, suits, litigation, arbitration, proceedings, investigations, claims or liabilities of whatever nature arising out of the foregoing. The remedies set out above shall be cumulative and shall not preclude the assertion by any Party or any other rights or the seeking of any other remedies against other Parties.
Survival; Indemnity. The representations and warranties and indemnification obligations of Lender and Buyer herein shall survive Closing. Buyer hereby agrees to indemnify, defend and hold Lender and Debtor harmless from and against, any and all liabilities, obligations, losses, damages, penalties, action, judgments, suits, proceedings, costs expenses and disbursements of any kind or nature whatsoever (including all reasonable costs and expenses of attorneys) which may be imposed on, incurred by, or asserted against Lender or Debtor, as the case may be, in any way relating to or arising out of, or alleged to relate or arise out of, any misrepresentation by Buyer of any representation or warranty made by Buyer in this Agreement or other breach of this Agreement or under the Related Documents or misrepresentation of Buyer contained herein or Buyer's failure to timely discharge and pay the Assumed Liabilities in accordance with the terms of this Agreement. Lender hereby agrees to indemnify, defend and hold harmless Buyer from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs expenses and disbursements of any kind or nature whatsoever (including all reasonable costs and expenses of attorneys) which: (a) may be imposes on, incurred by, or asserted against Buyer in any way relating to or arising out of, or alleged to related or arise out of, any misrepresentation by Lender of any representation or warranty made by Lender in this Agreement or other breach by Lender of any term of this Agreement or (b) arises directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with any Excluded Liability.
Survival; Indemnity. All of the representations, warranties and covenants of Feld contained in this Article 00 xhall survive the resignation or withdrawal of Feld as Manager and/or Member ox xxe Company and shall survive the Final Closing Date for a period of one (1) year after the Final Closing Date except that, in the case of any material matter intentionally concealed or intentionally not disclosed by Feld, such period shall be extexxxx to three (3) years after the Final Closing Date. Feld shall defend, indemnify xxx hold harmless WPHC against a breach of any of the foregoing representations, warranties and covenants and any damage, loss or claim caused thereby, including reasonable attorneys' fees and costs and expenses of litigation and collection.
Survival; Indemnity. The representations, warranties, covenants, and agreements of the parties contained in this Agreement, and the indemnification rights set forth in this Article VII, shall survive the Closing. Notwithstanding the foregoing, the representations and warranties of the parties shall only so survive until the third anniversary of the Closing Date; provided, however, that the representations and warranties contained in (A) Section 2.1(a), (b), (e) (but only with respect to due organization) or (f) shall survive in perpetuity, and (B) Section 2.1(w), (z), or (aa) shall survive until sixty (60) days after the expiration of the applicable statute of limitations (the period from the Closing Date to such applicable date is hereinafter referred to as the “Survival Period”). Nothing contained in the foregoing sentence shall prevent recovery under this Article after the expiration of the Survival Period so long as the party making a claim or seeking recovery complies with the provisions of clause (x) and (y) of the following sentence. No party shall have any claim or right of recovery for any breach of a representation, warranty, covenant, or agreement unless (x) written notice is given in good faith by that party to the other party of the representation, warranty, covenant, or agreement pursuant to which the claim is made or right of recovery is sought setting forth in reasonable detail the basis for the purported breach of the representation, warranty, covenant, or agreement, the amount or nature of the claim being made, if then ascertainable, and the general basis therefor and (y) such notice is given prior to the expiration of the Survival Period.
Survival; Indemnity. (a) The representations and warranties contained in this Agreement shall survive for a period of 18 months after the Closing Date, and the liability of any party to this Agreement to any other party to this Agreement for the breach of any of the representations and warranties contained in this Agreement shall be limited to claims for which the party asserting such claim shall deliver written notice to the party against whom such claim is being made on or before the date 18 months after the Closing Date. Notwithstanding the foregoing, (i) the representations and warranties of the Seller contained in Sections 2.01(a), 2.02, 2.03, 2.06 and 2.09(b) (collectively, the “Fundamental Representations”) shall survive indefinitely, (ii) the representations and warranties of the Seller contained in Sections 2.07 and 2.10 shall survive for a period of 36 months after the Closing Date, and (iii) any claim pending on any applicable expiration date for which a claim has been made in accordance with this Agreement on or before such date may continue to be asserted and indemnified against until finally resolved.
(b) All of the covenants and agreements of Seller, on the one hand, and Parent and/or Purchaser, on the other hand, contained in this Agreement will survive after the Closing Date in accordance with their terms.
(c) The right of the parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Section 10, and such indemnification rights shall be the exclusive remedies of the parties subsequent to the Closing Date with respect to any matter in any way relating to this Agreement or arising in connection herewith, except as provided in Section 11.11.
(d) Subject to Section 10.01, from and after the Closing Date, the Seller shall defend, indemnify, save, hold harmless, discharge and release the Parent and the Purchaser, and their respective, directors, officers, employees, agents, attorneys and its direct and indirect subsidiaries and Affiliates and its and their respective successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) from and against any and all damages (including exemplary damages, interest and penalties), losses, deficiencies, costs, expenses, obligations, fines, expenditures, assessments, charges, claims and liabilities, including reasonable attorneys’ fees, court costs and expenses of investigating, defending and prosecuting litigation (inclu...
Survival; Indemnity. All of the representations, warranties and covenants of Xxxx contained in this Article 13 shall survive the resignation or withdrawal of Xxxx as Manager and/or Member of the Company and shall survive the Final Closing Date for a period of one (1) year after the Final Closing Date except that, in the case of any material matter intentionally concealed or intentionally not disclosed by Xxxx, such period shall be extended to three (3) years after the Final Closing Date. Xxxx shall defend, indemnify and hold harmless WPHC against a breach of any of the foregoing representations, warranties and covenants and any damage, loss or claim caused thereby, including reasonable attorneys' fees and costs and expenses of litigation and collection.
Survival; Indemnity. The representations and warranties of each Partner pursuant to this Article shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and shall continue in effect indefinitely thereafter. Each Partner shall indemnify and hold harmless the Partnership and each other Partner from and against any and all losses, costs, expenses (including professional fees), liabilities and damages resulting or arising from any breach of such representations by the indemnifying Partner.
