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. Sellers agree to indemnify ATOW and ATOW SUB, 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 Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their 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 ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.
Survival of Representations Indemnification. 5.01 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 for a period of one year.
Survival of Representations Indemnification. 7.1. Survival: Indemnification.
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. 27 7.1. Survival of Representations..................................... 27 7.2.
Survival of Representations Indemnification. Section 8(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 SELLER, CJM AND XX. XXXXXX........................23 7.3.
Survival of Representations Indemnification. 8.1 Survival of Covenants, Representations and Warranties.
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.
