Survival of Warranties; 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 Investors or the Company. The Company agrees to indemnify and hold harmless each Investor from any losses or damages (including without limitation reasonable attorneys fees) suffered arising out of a breach of any representation, warranty or covenant of the Company under this Agreement.
Survival of Warranties; Indemnification. The warranties, representations and covenants of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of one year, except that the representations and warranties contained in Section 2.2, 2.3, and 3.1, and the covenants contained in Section 7.3 shall survive indefinitely. Subsequent to the Closing (i) the Company shall indemnify and hold harmless Investor from and against any liability. loss or damage, together with all reasonable costs or expenses related thereto, including reasonable attorney's fees and expenses (collectively, "Losses"), actually suffered or incurred by Investor to the extent such Losses arise out of or result from the untruth and inaccuracy of any of the representations and warranties of the Company contained herein and (ii) Investor shall indemnify and hold harmless the Company from and against any Losses actually suffered or incurred by the Company and arising out of or resulting from the untruth and inaccuracy of any of the representations and warranties of Investor contained herein.
Survival of Warranties; Indemnification. All the warranties and representations given by Cal-Maine in this Agreement, all of which are relied upon by Sellers, shall survive the Closing Date hereof. Cal-Maine agrees to defend, indemnify and hold Sellers harmless from and against any loss, damage, claim, liability, costs or expense (including reasonable attorney fees) which Sellers may incur or sustain, before or after the Closing Date, resulting from or arising out of any breach of any of said representations and warranties. Cal-Maine shall have the right to defend and to control the defense against any such loss, damage, claim, liability, cost or expense.
Survival of Warranties; Indemnification. The warranties, representations and covenants of each party 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 Purchaser or the Company. Each party hereto shall indemnify and hold harmless the other party hereto for any and all losses suffered by such other party as a result of, in connection with, or relating to, any breach by such party of any representation, warranty and/or covenant of such party in this Agreement or in any certificate, document or other writing delivered by such party to such other party pursuant to this Agreement.
Survival of Warranties; Indemnification. The warranties, representations and covenants of the Company and Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing Date (and any Second Closing Date, if applicable) 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. The parties agree to indemnify one another (and each officer, director, employee and affiliate of each party) for, and hold each other harmless from and against: (i) any and all damages, losses and other liabilities of any kind, including, without limitation, judgments and costs of settlement, and (ii) any and all out-of-pocket costs and expenses of any kind, including, without limitation, reasonable fees and disbursements of counsel for such party (all of which expenses shall be periodically reimbursed as incurred), in each case, suffered or incurred in connection with (A) any investigative, administrative or judicial proceeding or claim or action (collectively, a "claim") brought or threatened relating to or arising out of the Agreement or the Affiliated Agreements, or the transactions contemplated hereby and thereby or (B) any inaccuracy in any representation or warranty of the parties made or incorporated by reference in the Agreement or the Affiliated Agreements or any breach by the parties of any covenant or agreement made or incorporated by reference in the Agreement or the Affiliated Agreements.
Survival of Warranties; Indemnification. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchaser contained in or made pursuant to this Agreement will survive the Closing and will in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchaser or the Company. From and after the Closing, each party will defend, indemnify, and hold harmless the other party and their respective Affiliates, directors, officers, employees, and agents from and against any and all liabilities, obligations, claims, contingencies, Taxes, fines, deficiencies, demands, assessments, losses (including diminution in value), damages (including incidental and consequential damages), costs and expenses, including, without limitation, all corrective and remedial actions, all court costs and reasonable attorneys’ fees, and all reasonable amounts paid in investigation, defense, or settlement of the foregoing) that constitute, or arise out of or in connection with such party’s: (i) breach of any representation or warranty provided in the Transaction Agreements, in each case without giving effect to any qualification as to materiality, Material Adverse Effect or words of similar import for purposes of determining whether there has been a breach or inaccuracy or the amount of any loss; or (ii) any default in the performance or observance of any covenant or agreement under the Transaction Agreements.
Survival of Warranties; Indemnification. (a) The warranties and representations of the Company and the Investor contained in this Agreement (other than those contained in Section 3.22) or in any certificate or other instrument delivered at the Closing shall survive for a period of one year following the Closing. The representations and warranties of the Company set forth in Section 3.22 shall survive indefinitely until, by their respective terms, they are no longer operative. The Company shall indemnify, defend and hold the Investor and the Investor's directors, officers, employees, agents and affiliates harmless against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including legal and accounting fees and expenses), arising from, relating to, or connected with (i) the untruth, inaccuracy or breach of any statements, representations, warranties or covenants of the Company contained in Section 3.22 or (ii)(A) any Release on, from or affecting any property of the Company or any Subsidiary, whether on the premises of the Company or any Subsidiary or through other Persons, and whether by the Company or any Subsidiary or any predecessor to any of the businesses or assets of the Company or any Subsidiary, of any hazardous materials, whether or not disclosed pursuant to this Agreement, (B) any noncompliance by the Company or any Subsidiary (or by any other Person with respect to any of the Company's or any Subsidiary's property) with any Environmental Law, whether or not disclosed pursuant to this Agreement, or (C) any environmental remediation expenses associated with any property owned or leased at any time by the Company or any Subsidiary, or the storage, transportation or disposal practices of the Company or any Subsidiaries for pollutants, toxic or hazardous material, hazardous substances, hazardous constituents or waste or any kind, whether or not disclosed pursuant to this Agreement; provided, however, that the Company's obligation of indemnity under this Section 11.1 shall not apply to any liability, loss, cost or damage caused by or resulting from the negligence or willful misconduct of the Investor. The foregoing indemnification shall survive the termination of this Agreement for any reason.
Survival of Warranties; Indemnification. The warranties, representations and covenants of the Company and each Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.
Survival of Warranties; Indemnification. Unless otherwise set forth in this Agreement, the warranties, representations and agreements of the Company and the Investor contained herein 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 Investor or the Company.
Survival of Warranties; Indemnification
