Survival of Representation and Warranties; Indemnification Sample Clauses

Survival of Representation and Warranties; Indemnification. (a) The representations and warranties of the Parties contained in Section 2.1 of this Agreement shall survive the Transferred Interest Closing hereunder; (b) The representations and warranties contained in Section 2.2 hereof shall survive until the date that is eighteen (18) months after the Transferred Interest Closing; provided, however, that: (i) the representations and warranties contained in Section 2.3 will survive until the date that is thirty-six (36) months after the Transferred Interest Closing; (ii) The representations and warranties contained in Section 2.4 will survive until the date that is eighteen (18) months after the later to occur of the NMP-3 Site Closing and the Xxxxx-2 Site Closing; and (iii) The representations and warranties contained in Section 2.2(e) will survive until the expiration of the period of the applicable statute of limitations (taking into account any tolling periods and extensions) after the Transferred Interest Closing; (c) The CEG Parties shall jointly and severally defend, indemnify and hold harmless the EDF Release Parties from and against any and all Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by any of the CEG Parties in Article II hereof, or (ii) any breach of any covenant made by any of the CEG Parties hereunder. (d) The EDF Parties shall jointly and severally defend, indemnify and hold harmless the CEG Release Parties from and against any Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by it in Article II hereof, (ii) any breach of any covenant made by it hereunder, or (iii) claims made under the UNE Guarantees. (e) If any Person who has the right to be indemnified under Sections 4.2(c) or 4.2(d) (the “Indemnified Party”) receives notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought hereunder (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Section 4.2, the Indemnified Party shall as promptly as practicable provide the party that has agreed to indemnify hereunder (the “Indemnifying Party”) with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is materially ...
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Survival of Representation and Warranties; Indemnification. 5.1 The representations, warranties and indemnities contained in or made pursuant to this Agreement shall expire one year after the Closing, except that the representations and warranties set forth in Sections 2.2, 2.3, 2.4, 2.7 and 3.2 shall continue indefinitely or until the earlier expiration of the applicable statute of limitations. Any matter as to which a claim for indemnification has been asserted by notice to the other party that is pending or unresolved at the end of any limitation period shall continue to be covered by this Section 5 until such matter is finally terminated or otherwise resolved by the parties and settled under this Agreement and any amounts payable hereunder are finally determined and paid. 5.2 The Sellers agree to indemnify and hold harmless Buyer from and against any and all costs, damages, expenses, liabilities or obligations of any kind or nature, including but not limited to interest, penalties, reasonable legal and other professional fees and expenses incurred in the investigation, collection, prosecution, and defense of claims, and amounts paid in settlement (collectively, "LOSSES"), of Buyer, directly or indirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Seller in or pursuant to this Agreement. 5.3 Buyer agrees to indemnify and hold harmless the Sellers from and against any and all Losses of the Sellers, directly or indirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this Agreement.
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Survival of Representation and Warranties; Indemnification. The representations and warranties of the Parties contained in this Agreement shall survive the Closing hereunder. CEG shall defend, indemnify and hold harmless EDF and its Affiliates from and against any and all Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by CEG hereunder, or (ii) any breach of any covenant made by CEG hereunder. EDF shall defend, indemnify and hold harmless CEG from and against any Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by EDF hereunder, or (ii) any breach of any covenant made by EDF hereunder.
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Survival of Representation and Warranties; Indemnification. (a) The representations and warranties in this Agreement shall survive the Effective Date for a period of one year following the Effective Date (the "Claim Period"). Any claim for indemnification pursuant to this Agreement must be made by written notice to the indemnifying party, postmarked or (if sent by private delivery service) delivered within the Claim Period, such notice to comply with Section 8.5(e) hereof. (i) The Shareholders shall, jointly and severally, indemnify and hold harmless SLT and its subsidiaries, affiliates, partners, successors and assigns (collectively, the "SLT Indemnified Persons") from and against any and all (x) Liabilities, losses, costs, deficiencies or damages ("Loss") and (y) reasonable attorneys' and accountants' fees and expenses, court costs and all other reasonable out-of-pocket expenses ("Expense") incurred by any SLT Indemnified Person, in each case net of any insurance proceeds received and retained by such SLT Indemnified Person, in connection with or arising from any breach of any representation, warranty, agreement or covenant or other inaccuracy of any representation or warranty of SIS or the Shareholders contained or referred to in this Agreement, in the schedules and exhibits hereto or in any certificate, document or other information delivered pursuant hereto by or on behalf of SIS or the Shareholders to SLT. (ii) The Shareholders shall indemnify and hold harmless the SLT Indemnified Persons from and against any and all Loss and Expense incurred by any SLT Indemnified Person, in each case net of any insurance proceeds received and retained by such SLT Indemnified Person, in connection with or arising from any claim relating to that certain LLC Membership Interest Sale and Purchase Agreement dated August 8, 1997 among SIS Holdings, Inc., Xxxxxx X. Xxxxxxxxxxx, T. Xxxxx Xxxxx and Xxxx X.
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Survival of Representation and Warranties; Indemnification. Section 10.01 . Survival Of Representation And Warranties 50 Section 10.02 . Indemnification 50 Section 10.03 . Defense Of Claims 52 Section 10.04 . Stockholders’ Representative 53 TERMINATION Section 11.01 . Termination 54 Section 11.02 . Effect of Termination 55 MISCELLANEOUS Section 12.01 . Notices 56 Section 12.02 . Amendments; No Waivers 57 Section 12.03 . Expenses 57 Section 12.04 . Successors and Assigns 58 Section 12.05 . Governing Law 58 Section 12.06 . Jurisdiction 58 Section 12.07 . WAIVER OF JURY TRIAL 58 Section 12.08 . Counterparts; Effectiveness; Benefit 58 Section 12.09 . Entire Agreement 59 Section 12.10 . Captions 59 Section 12.11 . Severability 59 Section 12.12 . Specific Performance 59 Section 12.13 . No Implied Representation 59 Exhibit A Forms of Voting Agreements Exhibit B Form of Non-Competition and Non-Solicitation Agreement Exhibit C Form of Escrow Agreement Exhibit D Form of Stockholders’ Representative Agreement Exhibit E Form of Opinion of Counsel to the Company Exhibit F Form of Opinion of Counsel to Parent Annex A List of Persons executing Voting Agreement Annex B List of Persons executing Non-Competition and Non-Solicitation Agreement Annex C Amended and Restated Certificate of Incorporation of the Surviving Corporation Annex D Series A Preference Value Calculation AGREEMENT AND PLAN OF MERGER dated as of June 9, 2003, among Kintana, Inc., a Delaware corporation (the “Company”), Mercury Interactive Corporation, a Delaware corporation (“Parent”), Kanga Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary I”), Kanga Acquisition L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary II”) and Xxx Xxxx, as Stockholders’ Representative.
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Survival of Representation and Warranties; Indemnification. The representations and warranties of the Company and of the Purchaser contained in this Agreement or any of the documents delivered at Closing shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and continue in full force and effect, regardless of any investigation made by the Purchaser or on its behalf, for a period of three (3) years after the Closing Date. The representations and warranties of Freeman contained in this Agreement shall survive the execution and dexxxxxx of this Agreement and the consummation of the transactions contemplated hereby and continue in full force and effect, regardless of any investigation made by the Purchaser or on its behalf, for a period of one (1) year after the Closing Date.
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Survival of Representation and Warranties; Indemnification 
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Related to Survival of Representation and Warranties; Indemnification

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. SELLER agrees to indemnify ATOW and its affiliates, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by SELLER pursuant to this Agreement. ATOW and ATOW SUB agrees to indemnify SELLER, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and/or ATOW SUB shall have the right to recoup any amount paid to Xxxxx Towing, Inc., as a result of a non-assumed claim or liability.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • Representations and Warranties Indemnification As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

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