Survival of Representations Indemnification. The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. SELLER agrees to indemnify ATOW and its affiliates, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by SELLER pursuant to this Agreement. ATOW and ATOW SUB agrees to indemnify SELLER, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and/or ATOW SUB shall have the right to recoup any amount paid to Xxxxx Towing, Inc., as a result of a non-assumed claim or liability.
Survival of Representations Indemnification. 4.1 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party for a period not to exceed 180 days.
Survival of Representations Indemnification. 44 8.1 Survival of Representations...........................................44 8.2 Indemnification.......................................................44
Survival of Representations Indemnification. The warranties, representations and covenants of the Company and the Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.
Survival of Representations Indemnification. (a) The representations and warranties of the parties hereto contained in this Agreement or in any certificate, instrument, or document delivered pursuant hereto shall survive the Closing for a period of one year after the Closing Date and shall thereafter terminate and be of no further force or effect, except that (i) the representations and warranties of Sellers and the Company relating to taxes and tax returns in Section 4(d) and environmental liabilities in Section 4(f) shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof, and (ii) any representation or warranty as to which a claim (including without limitation a contingent claim) shall have been asserted during the survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations and warranties of the other party or parties set forth herein.
(b) Subject to the limitations set forth below, Sellers jointly and severally agree to indemnify, defend and hold harmless Buyer and the heirs, legal representatives, successors and assigns of Buyer (collectively, the “Buyer Indemnified Parties” and individually, a “Buyer Indemnified Party”), from and against, and to reimburse the Buyer Indemnified Parties with respect to, any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and court costs) asserted against or incurred by any Buyer Indemnified Party by reason of or arising out of, or resulting from any breach by Sellers of any of the representations, warranties, covenants or agreements contained in Section 4 of this Agreement. Each of the Sellers’ liability under this Section 12(b) shall be limited to the Restricted Share Price of the Restricted Shares received by such Seller hereunder. In order to satisfy any liability under this Section 12(b), each Seller has the option to deliver Restricted Shares (having a deemed value equal to the Restricted Share Price), the Company Notes or cash or any combination thereof to the Buyer in satisfaction of such Seller’s obligations under Section 12(b) or (c), and upon any such cash payment, Buyer will release such Restricted Shares which have been pledged to ...
Survival of Representations Indemnification. (a) shall be amended to add the following clause at the end of the sentence comprising Section 8(a) of the Charter, to read as follows: "; provided, however, that Owner shall be responsible for any breach of the representations and warranties of Owner under Section 6(a) of the Charter only to the extent that such breach was not known to Charterer on the Closing Date. Breaches of representations and warranties that were known to Charterer on or before the Closing Date are waived and released to the fullest extent of the law."
Survival of Representations Indemnification. 23 7.1. SURVIVAL OF REPRESENTATIONS..........................................23 7.2. INDEMNIFICATION BY TRANSFEROR AND XX. XXXXXX.........................23 7.3.
Survival of Representations Indemnification. Section 9.1 Survival.
Survival of Representations Indemnification. Buyer acknowledges that the representations, warranties and agreements made by Buyer herein shall survive the execution and delivery of this Stock Purchase Agreement and the purchase of the Shares. Buyer acknowledges that Buyer understands the meaning and legal consequences of the representations and warranties contained in Section 2 hereof, and hereby indemnifies and holds harmless the Seller, the Company, their respective agents, employees and affiliates, from and against any and all losses, claims, damages or liabilities due to or arising out of a breach of any representation or warranty of the Buyer contained in this Agreement.
Survival of Representations Indemnification. 18 6.1 Survival......................................................18 6.2 Indemnity.....................................................18 6.3
