Survival of Warranties; Indemnification Sample Clauses

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. (a) The expiration of the applicable survival period set forth above shall not effect any claim for indemnification under this Section 8.2 if written notice of a claim for indemnification has been delivered by the person seeking indemnification (the "Indemnitee") to the person from whom indemnification is sought (the "Indemnitor") with respect to breaches of such representation and warranties before the expiration of the applicable survival period set forth above. All notices given pursuant to this subsection (a) shall set forth with reasonable specificity the basis for the claim for indemnification and the amount of Losses with respect to such claim. (b) The indemnification rights under this Section 8.2 shall be the exclusive remedy available to the parties subsequent to the Closing Date with respect to any untruth or inaccuracy in any of the representations and warranties contained in this Agreement.
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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 Second 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.
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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.
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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.
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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.
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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.
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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.
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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.
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Survival of Warranties; Indemnification 
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Related to Survival of Warranties; Indemnification

  • Warranties Indemnification Contributors, jointly and severally, warrant and represent that (a) all Contributors have the full power and authority to enter into and execute this Agreement and to license the rights granted herein, and that such rights are not now subject to prior assignment, transfer, or other encumbrance; (b) the Contribution is the original work of Contributors (except for copyrighted material owned by others for which written permission has been obtained), has not been previously published in any form (except for any previous public distribution of the Contribution, which has been disclosed in writing to the Editor), and has been submitted only to the Journal; (c) the Contribution does not infringe the copyright or violate any proprietary rights, rights of privacy or publicity, or any other rights of any third party, and do not contain any material that is libelous or otherwise contrary to law; (d) all statements and presentation of data in the Contribution asserted as factual are either true or based on generally accepted professional research practices, and no formula or procedure contained therein would cause injury if used in accordance with the instructions and/or warnings included in the Contribution; and (e) any studies on which the Contribution is directly based were satisfactorily conducted in compliance with the governing Institutional Review Board (IRB) standards or were exempt from IRB requirements. In the event that any of the foregoing warranties or representations are breached, Contributors, jointly and severally, shall indemnify and hold harmless Proprietor, the Journal’s Editor, and Proprietor’s affiliates, assigns, and licensees (expressly including SAGE, if SAGE is not the Proprietor), against any losses, liabilities, damages, costs and expenses (including legal costs and expenses) arising from or resulting out of any claim or demand of any kind relating to such breach.

  • Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

  • 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 Warranties The warranties, representations and covenants of the Company and 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.

  • 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.

  • 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.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

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