Common use of Survival of Representations and Indemnity Clause in Contracts

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 3 contracts

Samples: Convertible Note Subscription Agreement, Subscription Agreement (Quadrant Biosciences Inc), Subscription Agreement (Quadrant Biosciences Inc)

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Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein herein, including rights and agreements set forth in Sections 4(e), 5 and 7, shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement herein or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 3 contracts

Samples: Subscription Agreement (Legion M Entertainment, Inc.), Subscription Agreement (Legion M Entertainment, Inc.), Subscription Agreement (Legion M Entertainment, Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements set forth in Sections 6, 7 and 8 herein shall survive the Termination Date of this AgreementDate. The Subscriber agrees to indemnify and hold harmless the Company Company, the Selling Stockholders and its their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement herein or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 3 contracts

Samples: Subscription Agreement (LiquidPiston, Inc.), Subscription Agreement (LiquidPiston, Inc.), Subscription Agreement (LiquidPiston, Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements set forth in Sections 4(e), 5, 6, 7, 8, and 9(c) herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement herein or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 1 contract

Samples: Subscription Agreement (To the Stars Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements set forth in Sections 6 and 7 herein shall survive the Termination Date of this AgreementDate. The Subscriber agrees to indemnify and hold harmless the Company Company, the Selling Stockholders and its their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement herein or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 1 contract

Samples: Subscription Agreement (Veritransfer Inc.)

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Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements set forth in Sections 5, 7 and 8 herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company Company, the Selling Stockholders and its their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement herein or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 1 contract

Samples: Subscription Agreement (Saleen Automotive, Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements set forth in Sections 6, 7 and 8 herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company Company, the Selling Stockholders and its their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement herein or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 1 contract

Samples: Subscription Agreement (Life Spectacular, Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements set forth in Section 6 herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company Company, the Selling Stockholders and its their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against action based on or arising from any false representation or warranty or any breach or of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein, in the Stockholders’ Agreement herein or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 1 contract

Samples: Subscription Agreement (Worthy Financial, Inc)

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