Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber shall survive the Termination Date. The Subscriber agrees to indemnify and hold harmless the Company, the Selling Stockholders and 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 any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.
Appears in 5 contracts
Samples: Voting Trust Agreement, Subscription Agreement (RYSE Inc.), Subscription Agreement (LQR House Inc.)
Survival of Representations and Indemnity. 5.1 The representations, warranties and covenants made by the Subscriber herein shall survive the Termination DateDate of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company, the Selling Stockholders Company and their its 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 any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.
Appears in 4 contracts
Samples: Subscription Agreement (Hoop Street Center I Corp), Subscription Agreement (Hoop Street Center I Corp), Subscription Agreement (Hoop Street Center I Corp)
Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination DateDate of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company, the Selling Stockholders Shareholders and their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Stockholder Shareholder 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 any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.
Appears in 3 contracts
Samples: Startengine Crowdfunding, Inc., Startengine Crowdfunding, Inc., Startengine Crowdfunding, Inc.
Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber shall survive the Termination Date. The Subscriber agrees to indemnify and hold harmless the Company, the Selling Stockholders Company and 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 any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.
Appears in 3 contracts
Samples: Subscription Agreement (ERC Communities 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (Balanced Pharma Inc)
Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein, including rights and agreements set forth in Sections 4(e), 5 and 7, shall survive the Termination DateDate of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company, the Selling Stockholders Company and their its 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 any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber 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 herein shall survive the Termination DateDate of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company, the Selling Stockholders Company and their its 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 of or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein 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: Stockholders Agreement, Subscription Agreement (Quadrant Biosciences Inc), Subscription Agreement (Quadrant Biosciences Inc)
Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements herein shall survive the Termination DateDate of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company, the Selling Stockholders Company and their its 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 any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.
Appears in 2 contracts
Samples: Subscription Agreement (Rentberry Inc.), Subscription Agreement (Rentberry Inc.)