Survival of Representations and Warranties Indemnities Sample Clauses

Survival of Representations and Warranties Indemnities. (a) The ------------------------------------------------------- representations and warranties included or provided for in this Agreement shall survive for a period of two years from the Closing Date; provided that such survival shall continue during the pendency of any suit, action, claim or other proceeding brought in respect of such representations and warranties prior to the termination of such two-year period; and provided, further, that the representations and warranties contained in Section 2.5 shall survive the Closing indefinitely. The Company agrees to indemnify, defend and hold harmless the Purchasers, their respective permitted successors and assigns and the respective affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such Purchasers and such respective permitted successors and assigns (collectively, the "Purchaser Indemnified Parties") from and against and in respect of any demand, action, damage, deficiency, liability, loss, cost or expense (including, without limitation, reasonable counsel fees incurred in litigation or otherwise) to the Purchaser Indemnified Parties arising out of any breach of representation or warranty or nonfulfillment by it of any agreement or covenant contained herein (collectively "Purchaser Indemnified Party Losses"); provided, however, that the Company's indemnification obligations under this Section 9(a) shall arise only in the event that the accumulated amount of all Purchaser Indemnified Party Losses, in the aggregate, shall exceed $100,000. If the accumulated amount of all Purchaser Indemnified Party Losses in the aggregate exceeds $100,000, the Company shall then be liable on a dollar for dollar basis for the full amount of all Purchaser Indemnified Party Losses. The Purchasers and the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim under the foregoing provisions of this Section 9 as to which notice shall not have been given by a Purchaser Indemnified Party to the Company within two years of the date of occurrence of the events giving rise to such claim, or, with respect to indemnification for claims arising out of the breach of the representations and warranties contained in Section 2.5, within two years from the date of discovery of the breach by the Purchaser Indemnified Parties. (b) Each of the Purchasers agrees to indemnify, defend and hold harmless the Company from and against and in respect of any demand, action, damage, de...
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Survival of Representations and Warranties Indemnities. The representations, warranties, covenants, and agreements of SSLIC and Security National Life contained in this Agreement and in any instrument delivered hereunder shall survive for the period of their obligation to indemnify, as set forth in Section 9.3.
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Survival of Representations and Warranties Indemnities. The representations, warranties, covenants, and agreements of CEI and SNFC contained in this Agreement and in any instrument delivered hereunder shall survive for the period of their obligation to indemnify, as set forth in Section 10.3; provided, however, that SNFC's sole remedy for breach of any such representations, warranties, covenants, and agreements shall be the recovery of compensatory damages in an amount which does not exceed the Holdback Amount.
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Survival of Representations and Warranties Indemnities. (a) The several covenants, representations and warranties of the parties herein contained shall survive the Closing Date as set forth in Section 6.07(f), notwithstanding any investigation at any time made by or on behalf of the other party. (b) Subject to Section 6.07(d) the Parent Company hereby agrees to indemnify and hold Bionutrics and its affiliates 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 (A) any incorrectness or incompleteness in the representations and warranties made by the Company or the Parent Company in this Agreement (including, without limitation, those contained in Article VIII)(B) any breach by the Company the Parent Company or the Company Subsidiaries, unless waived in writing by Bionutrics, of any covenant or agreement contained in or arising out of this Agreement including, without limitation its obligations in Section 7.02(f) with
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Survival of Representations and Warranties Indemnities. The representations, warranties, covenants, and agreements of Dicon and Paradigm contained in this Agreement and in any instrument delivered hereunder shall survive for the period of their obligation to indemnify, as set forth in Section 10.3.
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Survival of Representations and Warranties Indemnities. (a) For a period of one year following the Effective Date, the Indemnifying Stockholders, jointly and severally, hereby agree to defend, indemnify and hold SmarTalk and its subsidiaries and their officers, directors and employees (collectively, the "SmarTalk Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, deficiencies, penalties, fines, costs or expenses (including, without limitation, the fees and expenses of investigation and counsel) (collectively, "Losses"), arising out of or resulting from (i) any breach of the representations and warranties contained in Article 5; (ii) any breach prior to the Effective Time in any material respect by Company of any covenant or agreement of Company contained in or arising out of this Agreement or (iii) any and all actions, suits, proceedings, claims, demands, assessments and judgments incidental to the foregoing to the enforcement of such indemnification. Each Stockholder, severally and not jointly, hereby agrees to defend, indemnify and hold the SmarTalk Indemnitees harmless from and against any and all Losses arising out of or resulting from any breach of any representation or warranty by such Stockholder contained in Article 6. Notwithstanding any provision of this Agreement or any other agreement, no Stockholder, in his capacity as such, shall have any right to indemnification or contribution from, or any other claim against, the Company with respect to matters for which the SmarTalk Indemnitees are entitled to indemnification under this Article 10. (b) Promptly after the receipt by the SmarTalk Indemnitees of a notice of any claim, action, suit or proceeding of any third party which is subject to indemnification
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Survival of Representations and Warranties Indemnities. (a) The representations and warranties contained in Sections 1.I(b), (g), (h), (j) and (k) of this Agreement shall survive indefinitely. (b) All other representations and warranties contained in Section 1.I of this Agreement shall survive until the later of (x) the first anniversary of the Closing Date and (y) 30
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Survival of Representations and Warranties Indemnities. The representations, warranties, covenants and agreements contained in or made pursuant to this Agreement or any Schedule hereto will indefinitely survive (and not be affected in any way by) the Equity Closing and/or the MNG/Hearst Acquisition Closing or any investigation and inquiry made (or omitted) by or on behalf of Hearst, MNG or their representatives or any information that any party or their representatives may receive, except that (i) the representations and warranties contained in Sections 3.4, 3.5, 3.6, 3.7 and 3.8 shall terminate on the date that is eighteen (18) months after the Equity Closing Date, (ii) each representation and warranty contained in Section 3.9 shall terminate on the date that is forty-five (45) days following the expiration of the statute of limitation applicable to the matter to which such representation or warranty relates and (iii) the representations and warranties contained herein (other than those contained in Section 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 4.4 and 4.5) shall terminate on the third anniversary of the date hereof; provided, however, that such representations and warranties shall survive to the extent a claim for indemnification or other claim based upon, resulting from or arising out of a breach or inaccuracy of such representations and warranties is made prior to such date until such claim is finally resolved.
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Survival of Representations and Warranties Indemnities 
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Related to Survival of Representations and Warranties Indemnities

  • 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 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.

  • 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.

  • 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 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, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

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