Common use of Survival of Representations and Warranties; Indemnity Clause in Contracts

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of Superior Corn’s representations or warranties made to US BioEnergy hereunder, the members of Superior Corn’s Board of Directors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and Superior Corn harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or Superior Corn in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000, provided that, except in cases of fraud or intentional misconduct, the sole remedy against such members of the Board shall be to foreclose on a pledge of the US BioEnergy shares such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member). Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of Superior CornGold Energy’s representations or warranties made to US BioEnergy hereunder, the members of Superior CornGold Energy’s Board of Directors Governors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and Superior Corn Gold Energy harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or Superior Corn Gold Energy in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000100,000, provided that, except in cases of fraud or intentional misconduct, the sole remedy against such members of the Board shall be to foreclose on a pledge of the US BioEnergy shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member)) in respect of such member’s Gold Energy Class A membership units. For clarity, the parties agree that no shares of Class A common stock received in respect of the Class B membership units of Gold Energy shall be subject to the foregoing indemnity or any pledge by reason of this Section 8.07. Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing. 5. Except as modified herein, all of the terms and conditions of the Agreement remain unchanged and in full force and effect and are hereby ratified as of the date hereof by the parties hereto. In the event of a conflict in the terms of the Agreement and this Amendment, the terms of this Amendment shall control. This Amendment may be executed in counterpart signature pages, each of which shall be deemed an original, and all such counterparts constitute but one instrument.

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of Superior CornPVFE’s representations or warranties made to US BioEnergy hereunder, the members of Superior CornPVFE’s Board of Directors Managers who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and Superior Corn PVFE harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or Superior Corn PVFE in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000, provided that, that except in cases of fraud or intentional misconduct, (a) the sole remedy against such members of the Board shall be to foreclose on a pledge of the US BioEnergy shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member)) and (b) the liability of each member of the PVFE Board of Managers shall be limited to such manager’s proportionate share of such liability based upon the proportion of Class A common stock received by such manager (or its affiliate) in the Transaction to the aggregate number of shares of Class A common stock issued in the Transaction. Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of Superior CornGold Energy’s representations or warranties made to US BioEnergy hereunder, the members of Superior CornGold Energy’s Board of Directors Governors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and Superior Corn Gold Energy harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or Superior Corn Gold Energy in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000100,000, provided that, except in cases of fraud or intentional misconduct, the sole remedy against such members of the Board shall be to foreclose on a pledge of the US BioEnergy shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member). Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.