Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1702 contracts
Samples: Securities Purchase Agreement (La Rosa Holdings Corp.), Securities Purchase Agreement (Blue Star Foods Corp.), Securities Purchase Agreement (La Rosa Holdings Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 250 contracts
Samples: Securities Purchase Agreement (American Rebel Holdings Inc), Securities Purchase Agreement (NextTrip, Inc.), Securities Purchase Agreement (NovAccess Global Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 193 contracts
Samples: Security Agreement (Insight Acquisition Corp. /DE), Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Ostin Technology Group Co., Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 130 contracts
Samples: Securities Purchase Agreement (Byzen Digital, Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (Kannalife Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 104 contracts
Samples: Securities Purchase Agreement (Resonate Blends, Inc.), Securities Purchase Agreement (Resonate Blends, Inc.), Securities Purchase Agreement (Resonate Blends, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 81 contracts
Samples: Securities Purchase Agreement (Odyssey Health, Inc.), Securities Purchase Agreement (iCoreConnect Inc.), Securities Purchase Agreement (iCoreConnect Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 74 contracts
Samples: Securities Purchase Agreement (Ab International Group Corp.), Securities Purchase Agreement (Ab International Group Corp.), Securities Purchase Agreement (Ab International Group Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Purchaser of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 52 contracts
Samples: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Digital Development Partners, Inc.), Securities Purchase Agreement (Renavotio, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 40 contracts
Samples: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Carolco Pictures, Inc.), Securities Purchase Agreement (Arkados Group, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 34 contracts
Samples: Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 14 contracts
Samples: Convertible Note Purchase Agreement (Fangdd Network Group Ltd.), Convertible Note Purchase Agreement (MicroCloud Hologram Inc.), Convertible Note Purchase Agreement (MicroAlgo Inc.)
Survival. The representations and warranties of the Company and the Buyer, and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Each of the Company and the Buyer agrees to indemnify and hold harmless the Buyer other party and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 10 contracts
Samples: Securities Purchase Agreement (BOQI International Medical, Inc.), Securities Purchase Agreement (BOQI International Medical, Inc.), Securities Purchase Agreement (BOQI International Medical, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 9 contracts
Samples: Note Purchase Agreement (Nexien Biopharma, Inc.), Note Purchase Agreement (Discount Print Usa, Inc.), Note Purchase Agreement (Growlife, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerLender. The Company agrees to indemnify and hold harmless the Buyer Lender and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Loop Media, Inc.), Securities Purchase Agreement (Loop Media, Inc.), Securities Purchase Agreement (Nature's Miracle Holding Inc.)
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 8 contracts
Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Sphere 3D Corp), Securities Purchase Agreement (Predictive Oncology Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this AgreementAgreement , including advancement of expenses as they are incurred.
Appears in 6 contracts
Samples: Fixed Interest Promissory Note Purchase Agreement (Ando Holdings Ltd.), Fixed Interest Promissory Note Purchase Agreement (Ando Holdings Ltd.), Fixed Interest Promissory Note Purchase Agreement (Ando Holdings Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and or covenants set forth in this Agreement or any of its covenants and or obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Black Cactus Global, Inc.), Securities Purchase Agreement (Biolargo, Inc.), Securities Purchase Agreement (Hemp Naturals, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of reasonable expenses as they are incurred, except as a result of fraud, gross negligence or willful misconduct by Investor.
Appears in 5 contracts
Samples: Securities Purchase Agreement (SPI Energy Co., Ltd.), Securities Purchase Agreement (SPI Energy Co., Ltd.), Securities Purchase Agreement (SPI Energy Co., Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Mphase Technologies Inc), Securities Purchase Agreement (Cannabis Global, Inc.), Securities Purchase Agreement (HealthLynked Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreementin the Note, including advancement of expenses as they are incurred.
Appears in 5 contracts
Samples: Note Purchase Agreement (Liberated Solutions, Inc.), Note Purchase Agreement (Liberated Solutions, Inc.), Note Purchase Agreement (Liberated Solutions, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestors. The Company agrees to indemnify and hold harmless the Buyer Investors and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Meiwu Technology Co LTD), Securities Purchase Agreement (Aptorum Group LTD)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the Buyer Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Samples: Securities Purchase Agreement (AnPac Bio-Medical Science Co., Ltd.), Securities Purchase Agreement (SIMPLICITY ESPORTS & GAMING Co), Securities Purchase Agreement (Edison Nation, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Samples: Securities Purchase Agreement (MMTec, Inc.), Securities Purchase Agreement (MMTec, Inc.), Securities Purchase Agreement (Sino-Global Shipping America, Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Myecheck, Inc.), Securities Purchase Agreement (Myecheck, Inc.), Securities Purchase Agreement (Myecheck, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchasers and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Happiness Development Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosings hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Astro Aerospace Ltd.), Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Predictive Oncology Inc.)
Survival. The representations and warranties of the Company each party and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor or Company, as applicable. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Samples: Note Purchase Agreement (Vapor Hub International Inc.), Note Purchase Agreement (Vapor Hub International Inc.), Securities Purchase Agreement (Vapor Hub International Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder here notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Aja Cannafacturing, Inc.), Securities Purchase Agreement (Aja Cannafacturing, Inc.), Securities Purchase Agreement (IDS Industries, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees employee s and agents for loss or damage dam age arising as a result of or related to any breach or alleged breach by the Company of any of its representationsrepresentation s, warranties wa1i-anties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Samples: Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (IDS Industries, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the any Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Samples: Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The For so long as any Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerHolder. The Company agrees to indemnify and hold harmless the Buyer Holder and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Form of Securities Exchange Agreement (Zenosense, Inc.), Securities Exchange Agreement (Zenosense, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (BioCorRx Inc.), Securities Purchase Agreement (BioCorRx Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their it’s officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp), Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cabinet Grow, Inc.), Securities Purchase Agreement (Cabinet Grow, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tixfi Inc.), Securities Purchase Agreement (Life Clips, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The For so long as the Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network)
Survival. The representations and warranties of the Company and the agreements and covenants set forth Purchasers contained in or made pursuant to this Agreement shall not survive the closing hereunder notwithstanding any due diligence investigation conducted by Closing or on behalf termination of the Buyerthis Agreement. The Company agrees to indemnify and hold harmless the Buyer each Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement, Registration Rights Agreement (Eastman Kodak Co)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. .The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Lingerie Fighting Championships, Inc.), Securities Purchase Agreement (Lingerie Fighting Championships, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties warranties, and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Digerati Technologies, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement Amendment shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in the Purchase Agreement, this Agreement Amendment, and the Initial Note or any of its covenants and obligations under the Purchase Agreement, this AgreementAmendment, or the Initial Note, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Phoenix Motor Inc.), Securities Purchase Agreement (Blue Star Foods Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Note Purchase Agreement (Energy Focus, Inc/De), Note Purchase Agreement (Energy Focus, Inc/De)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tixfi Inc.), Securities Purchase Agreement (Blue Sky Media Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all of their officers, directors, employees employees, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Securities Purchase Agreement (nDivision Inc.), Securities Purchase Agreement (nDivision Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred..
Appears in 2 contracts
Samples: Securities Purchase Agreement (Electromedical Technologies, Inc), Securities Purchase Agreement (Electromedical Technologies, Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer Buyers and all their respective officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Samples: Note Purchase Agreement (Deep Green Waste & Recycling, Inc.), Note Purchase Agreement (Deep Green Waste & Recycling, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the each Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing closings hereunder notwithstanding any due diligence investigation conducted by or on behalf of the any Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their respective officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nano Dimension Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify indemnity and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Greenway Technologies Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Coates International LTD \De\)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees employees, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (INVO Bioscience, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their it's officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dewmar International BMC, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred. 8.11.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medijane Holdings Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage Damages arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Note Purchase Agreement (Synbio International, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to lo indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result because of or related to any breach or alleged breach by the Company or Seller of any of its their respective representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Share Purchase Agreement (Ilustrato Pictures International Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directorsmembers, employees managers, employees, attorneys, and agents for loss or damage related to any third-party claims arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Note Purchase Agreement (Bio Key International Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. a. j.
Appears in 1 contract
Samples: Securities Purchase Agreement (eWELLNESS HEALTHCARE Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred. 10.16.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any third party claim brought against any such individual or entity related to any breach or alleged breach by the Company of any of its representations, representations or warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees employees, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties warranties, and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Propanc Biopharma, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. ·
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless each of the Buyer Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or the Transaction Documents or any of its covenants and obligations under this AgreementAgreement or the Transaction Documents, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Efactor Group Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless each of the Buyer and all of their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of or any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Freshwater Technologies Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or Joxx xr damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Guided Therapeutics Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The For so long as any Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Airborne Wireless Network)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees and Buyer agree to indemnify and hold harmless the Buyer each other harmless, and all their each party’s respective officers, directors, employees and agents for employeesfor loss or damage arising as a result of or related to any breach or alleged breach by the Company respective party of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Foothills Exploration, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the each closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (U.S. Rare Earth Minerals, Inc.)
Survival. The representations representation and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its it covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alkame Holdings, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerMxXxxxxx. The Company agrees to indemnify and hold harmless the Buyer MxXxxxxx and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase and Royalty Agreement (Investview, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medifirst Solutions, Inc.)
Survival. The representations and warranties of the Company and the andthe agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp)
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerother. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Note Purchase Agreement (Cannabis Bioscience International Holdings, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless each of the Buyer Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurredincurred .
Appears in 1 contract
Samples: Securities purchase Agreement (IRONCLAD ENCRYPTION Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestors. The Company Each Investor agrees to indemnify and hold harmless the Buyer Company and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Investors of any of its their representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred..
Appears in 1 contract
Samples: Note Purchase Agreement (Northwest Biotherapeutics Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. ____ Initials
Appears in 1 contract
Samples: Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurredIncurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (NanoFlex Power Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Guided Therapeutics Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, partners, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. Company Initials CHR
Appears in 1 contract
Samples: Securities Purchase Agreement (Elite Data Services, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Skillful Craftsman Education Technology LTD)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder each Closing notwithstanding any due diligence investigation conducted by or on behalf of the Buyerany Purchaser. The Company agrees to shall indemnify and hold harmless the Buyer each Purchaser and all their each of such Purchaser's officers, directors, employees employees, partners, members, agents and agents affiliates for loss any loss, damage or damage expenses (including reasonable counsel fees) arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and representations or covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Liferate Systems Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Color Star Technology Co., Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representationsrepresentations , warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss Xxxx or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this AgreementAgreement , including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase agreement (Las Vegas Railway Express, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerLender. The Company agrees to indemnify and hold harmless the Buyer Lender and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred. 9.
Appears in 1 contract
Samples: Securities Purchase Agreement (Banzai International, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, members, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer each of Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avalon Globocare Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their it’s officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Samples: Securities Purchase Agreement (Worthington Energy, Inc.)
