Survival Indemnification Sample Clauses
The "Survival; Indemnification" clause ensures that certain obligations, such as indemnification duties, continue to remain in effect even after the termination or expiration of the main agreement. In practice, this means that if one party is required to compensate the other for losses or damages arising from breaches or specific events, that responsibility persists beyond the contract’s end date. This clause is essential for protecting parties from liabilities that may arise after the contractual relationship has formally concluded, thereby allocating risk and providing ongoing assurance regarding key protections.
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Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.
Survival Indemnification. All covenants, representations and warranties in this Agreement shall survive for a period of twelve months after the date hereof, except that any representation or warranty relating to taxes shall survive for the applicable statutory limitation period and any claim for amounts payable hereunder or any indemnity claim hereunder asserted prior to the end of the foregoing survival periods shall survive until resolved. Each party hereby agrees to defend, indemnify and hold the other party, its directors, officers, employees, advisors and affiliates, harmless from and against any and all losses, claims, liabilities or damages (collectively, “Losses”) arising out of or in connection with or founded on a claim that any of the foregoing representations, warranties and covenants of the indemnifying party are untrue, together with any and all costs and expenses (including reasonable attorneys’ fees) relating to such losses or arising therefrom or incurred by the other in connection with enforcement of this indemnification provision. Each party shall be responsible for its or his own costs and expenses in connection with the transactions being contemplated hereby, including attorneys’ fees. Buyer shall promptly notify Seller of any claims and fully cooperate with Seller in the defense thereof. The parties have agreed that there shall be no escrow or other security withheld to secure Buyer against claim arising out of or related to the Seller’s Business. In lieu of an escrow, Seller has agreed that Buyer may offset any Losses arising out of a breach by Seller of their representations, warranties and covenants contained herein, or out of any claims made against Buyer related to the Business prior to the Closing out of the deferred portion of the Purchase Price.
Survival Indemnification. The representations and warranties of the Company and the agreements and covenants shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and each of each Purchaser's officers, directors, employees, partners, agents and affiliates from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "Losses") arising as a result of or related to any breach or alleged breach by the Company of any of its representations or covenants set forth herein, including advancement of expenses as they are incurred. The representations and warranties of the Purchasers shall survive the Closing hereunder and each Purchaser shall indemnify and hold harmless the Company and each of its officers, directors, employees, partners, agents and affiliates from and against any and all Losses arising as a result of the breach of such Purchaser's representations and warranties.
Survival Indemnification. (i) The representations and warranties of the Company and the Purchaser contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4 and 8 shall survive any termination of this Agreement.
(ii) The Company agrees to indemnify, defend and hold Purchaser and the officers, directors, employees, agents and affiliates of Purchaser (collectively, a "Purchaser Indemnitee") harmless from and against, for and in respect of any and all damages, losses, obligations, liabilities, claims, actions or causes of action, encumbrances, costs, or expenses, including without limitation reasonable costs and expenses of investigation, expenses and disbursements of counsel, consultants and other experts, and interest and penalties (collectively, "Losses") suffered, sustained, incurred or required to be paid by a Purchaser Indemnitee arising out of or in connection with or as a result of (i) the breach by the Company of any representation, warranty, covenant or agreement made by it contained in this Agreement or any other Transaction Document and (ii) any third party claim made or asserted against a Purchaser Indemnitee in whole or in part in respect of any of the transactions contemplated by this Agreement or any of the other Transaction Documents (regardless of whether such claim is made or asserted before or after the First Funding Closing).
(iii) The Purchaser agrees to indemnify, defend and hold the Company harmless from and against, for and in respect of any and all actions or losses suffered, sustained, incurred or required to be paid by the Company arising out of or in connection with or as a result of the breach by the Purchaser of any representation, warranty, covenant or agreement made by it contained in this Agreement or any other Transaction Document.
(iv) Any party (the "Indemnified Party") entitled to indemnity from any other party (the "Indemnifying Party") shall give the Indemnifying Party prompt written notice of the assertion of any third party claim (a "Third Party Claim") that may serve as a basis for indemnity hereunder; provided, however, that failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's failure to so notify. The Indemnifying Party shall be entitled to assume the defense of any such Third Party...
Survival Indemnification. (a) The representations and warranties set forth in Sections 2.1, 2.2, 2.4, 2.10 and 2.19, and all of the covenants and agreements made in this Agreement, the Schedules and Exhibits hereto and in any other agreement, certificate, document or instrument furnished in connection with the Closing shall survive the Closing indefinitely and shall in no way be affected by any investigation or knowledge of the subject matter of any such investigation made by or on behalf of the Purchaser or the Sellers. All other representations and warranties set forth in this Agreement shall survive the Closing for a period of 24 months, except for the representations and warranties set forth in the preceding sentence and the representations and warranties contained in Sections 2.8, 2.14, 2.16 and 2.18 which shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers and extensions thereof) and, in each instance, all such representations and warranties shall in no way be affected by any investigation or knowledge of the subject matter of any such investigation made by or on behalf of the Purchaser or the Sellers.
(b) From and after the Closing, the Purchaser agrees, to hold harmless, defend and indemnify the Sellers and their respective successors and permitted assigns (all of the foregoing are collectively referred to as the “Seller Indemnitees”) against any and all damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and expenses) (“Losses”), whether or not arising out of third-party claims, based upon, or arising out of, or relating to, (i) any inaccuracy in, or any breach by the Purchaser of any representation or warranty or other statement contained in this Agreement, the Schedules or Exhibits hereto or any other agreement, certificate, document or instrument furnished pursuant to this Agreement in connection with the Closing, (ii) any breach by the Purchaser of any covenant set forth in this Agreement, the Schedules or Exhibits hereto or any other agreement, certificate, document or instrument delivered in connection with the Closing or (iii) or (iii) any claims arising from Purchaser’s operation of the Company after the Closing (clauses (i), (ii) and (iii) together, (the “Purchaser Indemnifiable Claims”).
(c) From and after the Closing, each Seller and ▇. ▇▇▇▇ hereby agrees to jointly and severally hold harmless, defend and indemnify the Purchaser...
Survival Indemnification. A. The representations, warranties and covenants made by each of the Company and Buyer in this Agreement, the annexes, schedules and exhibits hereto and in each instrument, agreement and certificate entered into and delivered by them pursuant to this Agreement, shall survive the Closing and the consummation of the transactions contemplated hereby until the second anniversary of the Closing Date. In the event of a breach or violation of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach or violation available to it under the provisions of this Agreement , irrespective of any investigation made by or on behalf of such party on or prior to the Closing Date.
B. The Company hereby agrees to indemnify and hold harmless the Buyer, its Affiliates and their respective officers, directors, partners and members (collectively, the "Buyer Indemnitees"), from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies (collectively, "Losses"), and agrees to reimburse the Buyer Indemnitees for all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by the Buyer Indemnitees and to the extent arising out of or in connection with:
1. any material misrepresentation, omission of fact or breach of any of the Company's representations or warranties contained in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant to this Agreement; or
2. any failure by the Company to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement, the annexes, schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Company pursuant to this Agreement.
C. Buyer hereby agrees to indemnify and hold harmless the Company, its Affiliates and their respective officers, directors, partners and members (collectively, the "Company Indemnitees"), from and against any and all Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by the Company Indemnitees and to the extent arising out of or in connection with:
1. any material misrepresentat...
Survival Indemnification. SECTION 12.01. SURVIVAL......................................................44 SECTION 12.02. INDEMNIFICATION...............................................44
Survival Indemnification. 38 12.1. Survival of Representations................................ 38 12.2
Survival Indemnification. 63 8.1 Survival.....................................................63 8.2
Survival Indemnification. The representations and warranties in this Agreement or in any certificate, schedule, instrument or other document delivered pursuant to this Agreement shall survive the Effective Time for a period of twelve (12) months following the Closing; provided that (a) the sole and exclusive remedy of the MAMP Parties with respect to any inaccuracies with respect to any such representations and warranties of the Company shall be as set forth in the Representation and Warranty Indemnification Agreement, and (b) no MAMP Party shall be entitled to seek indemnification or any remedy for breach of contract against the Company under this Agreement. The Confidentiality Agreement will survive termination of this Agreement in accordance with its terms.