Common use of Survival; Indemnity Clause in Contracts

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 (including reasonable attorneys’ fees and costs incurred by Parent or Purchaser in enforcing its rights under this Section 10 against the Seller) whether or not involving a Third Party Claim (collectively, “Damages”), caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by the Seller in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement; provided, however, to the extent such representations and warranties are qualified by the term “material” or contain the term “Material Adverse Effect,” such representations and warranties should be read without such qualifications for purposes of determining the amount of damages for such breach, but shall be read with such qualifications for purposes of determining whether there has been a breach, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished or to be furnished in connection with this Agreement to be performed by the Seller, (iii) operations of the Branches, the Assets or the Liabilities on or prior to the Closing Date and (iv) the Excluded Assets or Retained Liabilities, (v) any liability with respect to Taxes of Seller or any of its Affiliates. (e) Subject to Section 10.01, from and after the Closing Date, Parent and Purchaser shall defend, indemnify, save, hold harmless, discharge and release the Seller, its directors, officers, employees, agents, attorneys and its and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties”) (herein, sometimes the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, are referred to as the “Indemnified Persons”) from and against any and all Damages caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by Parent or Purchaser in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished to or to be furnished in connection with this Agreement to be performed by Parent or Purchaser and (iii) any operations of the Branches, the Assets or the Liabilities after the Closing Date.

Survival; Indemnity. (a) The representations and warranties of each Party contained in this Agreement herein shall survive the Closing for a period of 18 9 months (the "Survival Period") and shall expire and be of no further force and effect immediately 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 expiration 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, Survival Period; provided that (i) the Company`s 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”last sentence of Section 6(d) shall survive indefinitelythe Closing and the Survival Period until the expiration of the applicable statute of limitations relating thereto, and (ii) if a claim or notice is given by the representations and warranties Purchaser to the Company under this Section 11 with respect to any representation or warranty prior to expiration of the Seller contained in Sections 2.07 and 2.10 shall survive for a period Survival Period or the applicable statute of 36 months after the Closing Datelimitations, as applicable pursuant to this Section 11(a), and (iii) any such claim pending on any applicable expiration date or notice reasonably sets forth the basis for which a such claim has been made in accordance with this Agreement on or before notice, such date may representation or warranty shall continue to be asserted and indemnified against indefinitely until such claim is finally resolved.. * M-Systems Confidentiality Treatment Requested (b) All of the covenants Each Party shall indemnify and agreements of Seller, on the one hand, and Parent and/or Purchaser, on hold harmless the other handParty and its affiliates from any and all (i) claims, liabilities, losses, costs and expenses (including reasonable attorneys fees) as a result of, based upon or arising from any inaccuracy in or breach of any representation of warranty by the indemnifying Party contained herein, or (ii) any breach by such Party of, or any failure by such Party to perform or comply with, any of its obligations contained in this Agreement will survive after Agreement, all with respect to claims made (subject to clauses (i) and (ii) of Section 11(a)) prior to the Closing Date in accordance with their termsexpiration of the Survival Period; provided that each Party`s liability for its indemnity obligations hereunder shall not exceed the Purchase Price. (c) The right of Notwithstanding anything contained herein to the parties to indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in contrary, this Section 10, and such indemnification rights 11 shall not be the exclusive remedies of the parties subsequent deemed to the Closing Date with respect to any matter limit in any way relating to this Agreement manner any rights or claims of either Party resulting or arising in connection herewithfrom or based upon fraud, except as provided in Section 11.11intentional misrepresentation or misconduct. (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 (including reasonable attorneys’ fees and costs incurred by Parent or Purchaser in enforcing its rights under this Section 10 against the Seller) whether or not involving a Third Party Claim (collectively, “Damages”), caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by the Seller in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement; provided, however, to the extent such representations and warranties are qualified by the term “material” or contain the term “Material Adverse Effect,” such representations and warranties should be read without such qualifications for purposes of determining the amount of damages for such breach, but shall be read with such qualifications for purposes of determining whether there has been a breach, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished or to be furnished in connection with this Agreement to be performed by the Seller, (iii) operations of the Branches, the Assets or the Liabilities on or prior to the Closing Date and (iv) the Excluded Assets or Retained Liabilities, (v) any liability with respect to Taxes of Seller or any of its Affiliates. (e) Subject to Section 10.01, from and after the Closing Date, Parent and Purchaser shall defend, indemnify, save, hold harmless, discharge and release the Seller, its directors, officers, employees, agents, attorneys and its and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties”) (herein, sometimes the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, are referred to as the “Indemnified Persons”) from and against any and all Damages caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by Parent or Purchaser in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished to or to be furnished in connection with this Agreement to be performed by Parent or Purchaser and (iii) any operations of the Branches, the Assets or the Liabilities after the Closing Date.

Survival; Indemnity. The representations and warranties of the parties shall survive the Closing for a period of two (a2) The years; provided, however, that (i) representations and warranties contained in this Agreement Section 2.12 shall survive for a period until the expiration of 18 months the applicable statute of limitations under the Code; (ii) all representations and warranties relating to claims on SBIR contracts shall survive until the expiration of the respective periods of government audit and/or adjustment thereunder, plus ninety (90) days; and (iii) the representations and warranties in Sections 2.1, 2.2, 2.3, 2.13, 2.14 and Section 2A.1 shall survive until the expiration of the applicable statutes of limitations (as applicable, the "Survival Date"). Nothing contained in the foregoing sentence shall prevent recovery under this Section 8 (A) in the event of fraud or intentional misrepresentation or (B) after the Closing Dateapplicable Survival Date so long as the party making a claim or seeking recovery complies with the provisions of clause (1) and (2) 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 (1) 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 breach of the representation, warranty, covenant or agreement, the amount or nature of the claim being made, if then ascertainable, and the liability of general basis therefor and (2) such notice is given prior to the Survival Date. For any party claim relating to this Agreement to any other party to this Agreement for the breach of any of Taxes, Environmental Matters and/or SBIR contracts, the representations and warranties contained in this Agreement shall be limited to claims for which Agreement, in 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) (collectivelyCompany Disclosure Letter, the “Fundamental Representations”) shall survive indefinitelyParent Disclosure Letter, (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 exhibit 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 schedule 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 certificate delivered pursuant to this Agreement shall survive any audit or arising in connection herewith, except as provided in Section 11.11. (d) Subject to Section 10.01, from investigation by any party hereto and after shall not be affected or deemed waived by reason of 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 fact that any such party or his or its direct and indirect subsidiaries and Affiliates and its and their respective successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) from and against representatives knew or should have known that 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 (including reasonable attorneys’ fees and costs incurred by Parent or Purchaser in enforcing its rights under this Section 10 against the Seller) whether or not involving a Third Party Claim (collectively, “Damages”), caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any such representation or warranty made by the Seller is or might be inaccurate in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement; provided, however, to the extent such representations respect. The covenants and warranties are qualified by the term “material” or contain the term “Material Adverse Effect,” such representations and warranties should be read without such qualifications for purposes of determining the amount of damages for such breach, but shall be read with such qualifications for purposes of determining whether there has been a breach, (ii) any breach or nonfulfillment of any agreement or covenant agreements set forth in this Agreement or any other document or instrument furnished or to be furnished shall survive until performed in connection with this Agreement to be performed by the Seller, (iii) operations of the Branches, the Assets or the Liabilities on or prior to the Closing Date and (iv) the Excluded Assets or Retained Liabilities, (v) any liability with respect to Taxes of Seller or any of its Affiliatesfull. (e) Subject to Section 10.01, from and after the Closing Date, Parent and Purchaser shall defend, indemnify, save, hold harmless, discharge and release the Seller, its directors, officers, employees, agents, attorneys and its and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties”) (herein, sometimes the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, are referred to as the “Indemnified Persons”) from and against any and all Damages caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by Parent or Purchaser in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished to or to be furnished in connection with this Agreement to be performed by Parent or Purchaser and (iii) any operations of the Branches, the Assets or the Liabilities after the Closing Date.

Survival; Indemnity. 12.01 Survival (a) Unless expressly provided herein, no representation, -------- warranty, covenant or agreement contained in this agreement shall survive the Closing but shall merge into the documents executed at Closing. Notwithstanding any right of Purchaser fully to investigate the affairs of Seller and notwithstanding any knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has the right to rely fully upon the representations, warranties, covenants and agreements of Seller and Parent contained in this Agreement, or listed or disclosed on any Schedule hereto or in any instrument delivered in connection with or pursuant to any of the foregoing, including the Transaction Documents; provided however, that Purchaser shall promptly advise Seller in writing of information that comes to Purchaser's attention that leads Purchaser to conclude that one or more of Seller's or Parent's representations or warranties are not true. The representations and warranties made by Seller and Parent in Sections 6.01, except the representations and warranties regarding the Realty contained in 6.01(e) which shall not survive the Closing, shall survive the execution and delivery of this Agreement and the Closing hereunder. Such surviving representations and warranties shall survive for a period of 18 months terminate and expire on the date which is one year after the Closing Date (the "First Anniversary Date") other than the representation and warranty under 6.01(m) which shall terminate and expire on the date which is three (3) years after the Closing Date, provided, however, -------- ------- that the Liability of Seller or Parent shall not so terminate as to any specific claim or claims of the type referred to in Section 12.02(a) hereof, whether or not fixed as to Liability or as to liquidated amount, with respect to which Seller has been given specific notice on or prior to the date on which such Liability would otherwise terminate pursuant to the terms of this Section 12.01(a), and provided, further, that the liability termination of any party such representation -------- ------- and warranty shall not affect the ability of Purchaser 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 seek indemnification in accordance with this Agreement on Section 12.02(b) (c) or before such date may continue to be asserted and indemnified against until finally resolved(d) below. (b) All representations and warranties of the covenants Purchaser shall terminate and agreements of Seller, expire 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 First Anniversary 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 (including reasonable attorneys’ fees and costs incurred by Parent or Purchaser in enforcing its rights under this Section 10 against the Seller) whether or not involving a Third Party Claim (collectively, “Damages”), caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by the Seller in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement; provided, however, that the Liability -------- ------- of Purchaser shall not so terminate to any specific claim or claims of the extent such representations and warranties are qualified by the term “material” type referred to in Section 12.03(a) hereof, whether or contain the term “Material Adverse Effect,” such representations and warranties should be read without such qualifications for purposes of determining the amount of damages for such breachnot fixed as to Liability or liquidated as to amount, but shall be read with such qualifications for purposes of determining whether there respect to which Purchaser has been a breach, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished or to be furnished in connection with this Agreement to be performed by the Seller, (iii) operations of the Branches, the Assets or the Liabilities given specific notice on or prior to the Closing Date date on which such liability would otherwise terminate pursuant to the terms of this Section 12.01(b); and (iv) provided, further, that the Excluded Assets or Retained Liabilities-------- ------- termination of any such representation and warranty shall not affect the ability of Seller to seek indemnification in accordance with Section 12.03(b), (vc), (d) any liability with respect to Taxes of Seller or any of its Affiliates. (e) Subject to Section 10.01, from and after the Closing Date, Parent and Purchaser shall defend, indemnify, save, hold harmless, discharge and release the Seller, its directors, officers, employees, agents, attorneys and its and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties”) (herein, sometimes the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, are referred to as the “Indemnified Persons”) from and against any and all Damages caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by Parent or Purchaser in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished to or to be furnished in connection with this Agreement to be performed by Parent or Purchaser and (iii) any operations of the Branches, the Assets or the Liabilities after the Closing Datebelow.

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 Notwithstanding any investigation made by any party to this Agreement to any other party to this Agreement for the breach of any of the Agreement, all covenants, agreements, representations and warranties contained in made by the Company herein shall survive the execution of this Agreement shall be limited to claims for which Agreement, the party asserting such claim shall deliver written notice delivery to the party against whom such claim is Lenders of the Notes and Warrants being made on or before purchased and the date 18 months after the Closing Date. Notwithstanding the foregoingpayment therefor; provided, (i) that 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”) parties hereunder shall survive indefinitely, (ii) the representations and warranties of the Seller contained in Sections 2.07 and 2.10 shall only survive for a period of 36 months after one (1) year following 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 resolvedClosing. (b) All The Company agrees to indemnify and hold each Lender, and its respective directors, managers, officers, shareholders, members, partners, affiliates, employees, attorneys and agents (each, an “Indemnified Person”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person with respect to any breach (or alleged breach) of any representation, warranty or covenant of the covenants and agreements of Seller, on the one hand, and Parent and/or Purchaser, on the other hand, Company contained in this Agreement will survive after or with respect to the Closing Date execution, delivery, enforcement, performance and administration of, or in accordance with their terms. (c) The right any other way arising out of the parties to indemnification or relating to to, this Agreement or the transactions contemplated hereby shall be strictly limited by or referred to those contained in this Section 10, herein and such indemnification rights shall be the exclusive remedies of the parties subsequent any actions or failures to the Closing Date act with respect to any matter in any way relating to this Agreement or arising in connection herewithof the foregoing, 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 (including reasonable attorneys’ fees and costs incurred by Parent or Purchaser in enforcing its rights under this Section 10 against the Seller) whether or not involving a Third Party Claim (collectively, “Damages”), caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by the Seller in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement; provided, however, to the extent that any such representations and warranties 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 on demand as such expenses are qualified by the term “material” or contain the term “Material Adverse Effect,” such representations and warranties should be read without such qualifications for purposes of determining the amount of damages for such breachincurred. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY INDEMNIFIED PERSON OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, but shall be read with such qualifications for purposes of determining whether there has been a breachASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished or to be furnished in connection with this Agreement to be performed by the SellerFOR INDIRECT, (iii) operations of the BranchesPUNITIVE, the Assets or the Liabilities on or prior to the Closing Date and (iv) the Excluded Assets or Retained Liabilities, (v) any liability with respect to Taxes of Seller or any of its AffiliatesEXEMPLARY 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. (e) Subject to Section 10.01, from and after the Closing Date, Parent and Purchaser shall defend, indemnify, save, hold harmless, discharge and release the Seller, its directors, officers, employees, agents, attorneys and its and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties”) (herein, sometimes the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, are referred to as the “Indemnified Persons”) from and against any and all Damages caused by, arising from, based on, or in any way relating to (i) any inaccuracy in any representation or warranty made by Parent or Purchaser in this Agreement, including any inaccuracy in or omission from any list, schedule, certificate or other document or instrument furnished or to be furnished in connection with this Agreement, (ii) any breach or nonfulfillment of any agreement or covenant in this Agreement or any other document or instrument furnished to or to be furnished in connection with this Agreement to be performed by Parent or Purchaser and (iii) any operations of the Branches, the Assets or the Liabilities after the Closing Date.