Common use of Survival of Representations and Warranties and Agreements; Indemnification Clause in Contracts

Survival of Representations and Warranties and Agreements; Indemnification. Except with respect to the representations and warranties contained in Section 4(f), which shall survive for a period of eighteen (18) months following the Exchange Closing, none of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Exchange Closing. This Section 7(j) shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Exchange Closing. GHX shall indemnify, defend and hold harmless the Stockholder and each of its Affiliates, officers, directors, employees, consultants and other Representatives from and against any and all damages, liabilities, claims, actions, suits, proceedings, costs, charges and expenses, including reasonable attorneys’ fees, incurred or sustained by any of such persons as a result of or from any breach of any of the representations and warranties contained in Section 4(f).

Appears in 3 contracts

Samples: Exchange Agreement (Global Healthcare Exchange, LLC), Exchange Agreement (Neoforma Inc), Exchange Agreement (University Healthsystem Consortium)

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Survival of Representations and Warranties and Agreements; Indemnification. Except with respect to the representations and warranties contained in Section 4(f), which shall survive for a period of eighteen (18) months following the Exchange Closing, none of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Exchange Closing. This Section 7(j) shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Exchange Closing. GHX shall indemnify, defend and hold harmless the Stockholder and each of its Affiliates, officers, directors, employees, consultants and other Representatives from and against any and all damages, liabilities, claims, actions, suits, proceedings, costs, charges and expenses, including reasonable attorneys' fees, incurred or sustained by any of such persons as a result of or from any breach of any of the representations and warranties contained in Section 4(f).

Appears in 1 contract

Samples: Exchange Agreement (Vha Inc)

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