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 twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations).
(b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer 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, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, 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, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date.
(c) Buyer hereby agrees to indemnify and hold the Shareholders 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, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date.
(d) Any party claimin...
Survival of Representations and Warranties Indemnification. 37 11.1 Survival of Representations and Warranties............................ 37 11.2
Survival of Representations and Warranties Indemnification. Subscriber understands the meaning and legal consequences of the agreements, representations and warranties contained herein, agrees that such agreements, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment for the Units, and further agrees to indemnify and hold harmless the Company and each current and future employee, agent and member of the Company from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of the undersigned contained herein.
Survival of Representations and Warranties Indemnification. (a) The representations and warranties of Borrower and the Frost Group contained in or made pursuant to this Agreement will survive the execution and delivery of this Agreement and the Initial Closing, and for an additional 12 months subsequent to the Initial Closing, and with respect to the representations and warranties of Borrower only, for the longer of an additional 12 months subsequent to any subsequent Advance and the time period during which any Obligations are outstanding, and with respect to the representations and warranties of the Frost Group, for an additional 12 months subsequent to any issuance of Warrants.
(b) Borrower hereby agrees to indemnify and hold harmless the Frost Group and, as applicable, its officers, directors, stockholders, agents and representatives from and against any and all claims, demands, losses, damages, expenses or liabilities (including reasonable attorneys’ fees) due to or arising out of a material breach of any representation, warranty or covenant provided, made or agreed to by Borrower hereunder or under the Note.
(c) The Frost Group hereby agrees to indemnify and hold harmless Borrower and, as applicable, its officers, managers, directors, stockholders, members, agents and representatives from and against any and all claims, demands, losses, damages, expenses or liabilities (including reasonable attorneys’ fees) due to or arising out of a material breach of any representation, warranty or covenant provided, made or agreed to by the Frost Group hereunder.
Survival of Representations and Warranties Indemnification. 8.1 Notwithstanding any right of either Party to investigate the affairs of the other party and its Shareholders, each Party has the right to rely fully upon representations, warranties, covenants and agreements of the other Parties contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All representations and warranties made herein (or in the certificates to be delivered pursuant to Sections 5.1 and 5.2 hereof) by the parties to this Agreement and their respective obligations, covenants and agreements to be performed pursuant to the terms hereof, shall survive the Effective Time, provided, that, the representations and warranties made herein (or in such certificates) by the parties shall terminate on the date which is 90 days following the completion of the audited consolidated financial statements of Coronado for the year ending December 31, 2010, except that the representations and warranties set forth in Section 3.1 (Organization and Good Standing); Section 3.2 (Corporate Authority and Enforceability), Section 3.3 (Capitalization), Section 3.12 (Brokers and Finder), Section 4.1 (Organization and Good Standing), Section 4.2 (Corporate Authority and Enforceability), Section 4.3 (Capitalization), Section 4.6 (Taxes) and Section 4.14 (Brokers and Finders) shall survive the Closing Time until the expiration of the period ending for the applicable statute of limitations. Notwithstanding the foregoing, if written notice of any matter setting forth in reasonable detail a claim for a breach of any representation or warranty is given to Vampt in writing pursuant to this Agreement prior to the end of the applicable survival period, any such representation or warranty that would otherwise terminate shall be deemed to survive solely with respect to such matter until such matter is resolved.
Survival of Representations and Warranties Indemnification. The parties agree that the agreements, representations and warranties of each party will survive and remain in full force and effect after the execution of this Agreement through the Closing Date and after the Closing Date and payment for and delivery of the Stock. Each party agrees to indemnify and hold harmless the other party from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of this Agreement by such party.
Survival of Representations and Warranties Indemnification. (a) The representations and warranties contained in this Agreement, and all statements contained in this Agreement, the Exhibits to this Agreement, the Disclosure Schedules and any certificate, financial statement or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement (collectively, the "ACQUISITION DOCUMENTS"), shall survive the Effective Time until the first anniversary of the Effective Time provided that the representations and warranties contained in Sections 3.01, 3.03, 3.04, 3.14 and 3.21 shall survive the applicable statute of limitations. Neither the period of survival nor the liability of a party hereto with respect to such party's representations and warranties shall be reduced by any investigation made at any time by or on behalf of another party hereto. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by a party hereto to another party hereto (which notice shall indicate with reasonable specificity the amount and nature of the claim and the representation on which it is based), then the relevant representations and warranties shall survive as to such claim until such claim has been finally resolved.
(b) After the Effective Time, Parent and its affiliates (including, after the Effective Time, the Surviving Corporation), officers, directors, employees, agents, successors and assigns (collectively, the "PARENT INDEMNIFIED PARTIES") shall be indemnified and held harmless by the Individual Shareholders for any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (hereinafter, a "LOSS"), arising out of or resulting from (i) the breach of any representation, warranty or covenant (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss) made by the Company in the Acquisition Documents or (ii) Losses from breach of contract or other claims made by any party alleging to have had contractual or other rights relating to the Company's capital stock or 44 assets. The aggregate amount of Losses for which the Parent Indemnified Parties may receive indemnification pursu...
Survival of Representations and Warranties Indemnification. Section 9.01. Survival of Representation and Warranties. The representations and warranties of the parties hereto contained in this Agreement shall survive the Effective Time until the second anniversary of the Closing Date (the “Survival Period”), provided that the representations and warranties in Sections 4.01, 4.02, 4.07, 4.08, 4.18 and 4.21 shall survive indefinitely or until the latest date permitted by law and the representations and warranties contained in Article 8 shall survive in accordance with the terms of Section 8.09. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing Date indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity is being sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time, but only to the extent of the indemnity being sought. All of Parent’s and the Merger Subsidiaries’ representations and warranties contained herein or in any instrument delivered pursuant to this Agreement shall terminate at the Effective Time.
Survival of Representations and Warranties Indemnification. All representations and warranties contained herein shall survive the execution of this Agreement and the grant of the Granted Units contemplated hereby. Each party agrees to indemnify and hold harmless the other from any liability, loss or expense (including reasonable attorneys’ fees) if such party has breached any representation, warranty or agreement hereunder.
Survival of Representations and Warranties Indemnification. All representations, warranties and covenants contained herein or made in writing by the Investor in connection with the transactions contemplated by this Subscription Agreement shall survive the issuance and sale of the Shares.
