Common use of Survival; Indemnity Clause in Contracts

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. The (a) Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties and indemnification obligations of Lender and Buyer made by the Company herein shall survive the execution of this Agreement, the delivery to the Lenders of the Notes and Warrants being purchased and the payment therefor; provided, that the representations and warranties of the parties hereunder shall only survive for a period of one (1) year following the Closing. Buyer hereby . (b) The Company agrees to indemnify, defend indemnify and hold Lender each Lender, and Debtor its respective directors, managers, officers, shareholders, members, partners, affiliates, employees, attorneys and agents (each, an “Indemnified Person”), harmless from and against, against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, action, judgments, suits, proceedings, costs liabilities and expenses and disbursements of any kind or nature whatsoever (including all reasonable attorneys’ fees and disbursements and other costs and expenses of attorneysinvestigation or defense, including those incurred upon any appeal) which may be imposed on, incurred by, instituted or asserted against Lender or Debtor, as the case may be, in incurred by any way relating such Indemnified Person with respect to or arising out of, any breach (or alleged to relate or arise out of, any misrepresentation by Buyer breach) of any representation representation, warranty or warranty made by Buyer covenant of the Company contained in this Agreement or with respect to the execution, delivery, enforcement, performance and administration of, or in any other breach way arising out of or relating to, this Agreement or under the Related Documents transactions contemplated by or misrepresentation referred to herein and any actions or failures to act with respect to any of Buyer contained the foregoing, except to the extent that any such indemnified liability is finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. The Company shall reimburse each Lender for amounts provided for herein or Buyer's failure to timely discharge and pay the Assumed Liabilities in accordance with the terms of this Agreementon demand as such expenses are incurred. Lender hereby agrees to indemnifyTHE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY INDEMNIFIED PERSON OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, defend and hold harmless Buyer from and againstASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, any and all liabilitiesFOR INDIRECT, obligationsPUNITIVE, 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 LiabilityEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF THEIR INVESTMENT IN THE NOTES OR WARRANTS UNDER THIS AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER.

Survival; Indemnity. The representations and warranties and indemnification obligations of Lender Seller and Buyer Purchaser herein shall survive Closing. Buyer Purchaser hereby agrees to indemnify, defend and hold Lender Seller and Debtor Borrower harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actionactions, 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 Seller or DebtorBorrower, 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 Purchaser of any representation or warranty made by Buyer Purchaser in this Agreement or other breach of this Agreement or under the Related Documents or misrepresentation of Buyer Purchaser contained herein or Buyer's Purchaser’s failure to timely discharge and pay the Assumed Liabilities in accordance with the terms of this Agreement. Lender Seller hereby agrees to indemnify, defend and hold harmless Buyer Purchaser 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 imposed on, incurred by, or asserted against Buyer Purchaser in any way relating to or arising out of, or alleged to related relate or arise out of, any misrepresentation by Lender Seller of any representation or warranty made by Lender Seller in this Agreement or other breach by Lender Seller 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.