Survival of Representations and Warranties Indemnification Sample Clauses

Survival of Representations and Warranties Indemnification. (a) All representations and warranties contained in this Agreement shall be deemed made at the Closing as if made at such time and shall survive for twelve (12) months after having been made or deemed made, except that (i) with respect to claims asserted pursuant to this Section 9.01 before the expiration of the applicable representation or warranty, such claims shall survive until the date they are finally liquidated or otherwise resolved, (ii) Section 3.15 shall survive until 120 days after the expiration of the applicable statute of limitations for the Tax liabilities in question and (iii) Sections 3.01, 3.02, 3.03, 3.04, 3.05(a)(i), 3.16, 4.01, 4.02 and 4.03(a)(i) shall survive indefinitely. A claim shall be made or commenced hereunder by the Indemnified Party delivering to the Indemnifying Party a written notice specifying in reasonable detail the nature of the claim, the amount claimed (if known or reasonably estimable), and the factual basis for the claim. (b) The Company agrees to indemnify and hold harmless the Investor and its officers, directors, employees, duly authorized agents and affiliates from and against all losses, claims, damages, diminution in value of the Shares, expenses (including reasonable counsel fees and disbursements) or liabilities (“Losses”) that are related to or arise out of (1) any breach by the Company of any of its representations or warranties in this Agreement or (2) failure to perform any of the covenants or agreements made by the Company in this Agreement. The term “Losses” as used in this Section 9.01 is not limited to matters asserted by third parties against an Indemnified Party, but includes Losses incurred or sustained by an Indemnified Party in the absence of third party claims, and shall be net of any Tax benefit available to the Indemnified Party. (c) The Investor agrees to indemnify and hold harmless the Company and its officers, directors, employees, duly authorized agents and affiliates from and against all Losses that are related to or arise out of (1) any breach by the Investor of any of its representations or warranties in this Agreement or (2) failure to perform any of the covenants or agreements made by the Investor in this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to this Section 9.01 with respect to any breach of any representation or warranty, unless and until the aggr...

Survival of Representations and Warranties Indemnification. 37 11.1 Survival of Representations and Warranties............................ 37 11.2

Survival of Representations and Warranties Indemnification. Subscriber understands the meaning and legal consequences of the agreements, representations and warranties contained herein, agrees that such agreements, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment for the Units, and further agrees to indemnify and hold harmless the Company and each current and future employee, agent and member of the Company from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of the undersigned contained herein.

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claimin...

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of the parties in this Agreement will survive the Closing and will expire by their own terms on the one (1) year anniversary of the Closing Date. (b) Subject to the provisions of this Section 13, Seller and Operator, on the one hand, and Buyer, on the other hand, each shall (jointly and severally, in the case of Seller and operator) indemnify, defend, and hold harmless the other party and its affiliates, members, directors, officers and agents for, from and against any and all any damages, suits, claims, proceedings, fines, judgments, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) asserted against or suffered by such other party as a result of or arising from any breach by such party of its representations, warranties, or covenants in this Agreement. (c) Any party entitled to receive indemnification under this Agreement (an “Indemnitee”) will use commercially reasonable efforts to mitigate any indemnifiable Losses, including using commercially reasonable efforts to recover otherwise indemnifiable Losses from insurers of Indemnitee under applicable insurance policies so as to reduce the amount of any indemnifiable Loss hereunder, and will not take any action specifically excluding from any of its insurance policies any otherwise indemnifiable Losses if losses of such type are otherwise covered by such policies. The amount of any indemnifiable Loss will be reduced: (i) to the extent that Indemnitee receives any insurance or any other proceeds with respect to an otherwise indemnifiable Loss, and (ii) take into account any net tax benefit recognized by Indemnitee arising from the recognition of the indemnifiable Loss and any payment actually received with respect to an otherwise indemnifiable Loss. (d) In the event that Indemnitee becomes aware of a claim for which it may be entitled to indemnification hereunder, such party will promptly notify the other party (an “Indemnitor”), describing the claim in reasonable detail and indicating the estimated amount, to the extent practicable, of the indemnifiable Loss that Indemnitee claims it has sustained or may sustain. Indemnitor, at its sole cost and expense, will have the right, upon written notice to the Indemnitee delivered within fifteen (15) business days following its receipt of such notice from the Indemnitee, to retain counsel and conduct the defense of the claim while reserving its right to contest the issue of whether it is liable...

Survival of Representations and Warranties Indemnification. (a) The representations and warranties of Borrower and the Frost Group contained in or made pursuant to this Agreement will survive the execution and delivery of this Agreement and the Initial Closing, and for an additional 12 months subsequent to the Initial Closing, and with respect to the representations and warranties of Borrower only, for the longer of an additional 12 months subsequent to any subsequent Advance and the time period during which any Obligations are outstanding, and with respect to the representations and warranties of the Frost Group, for an additional 12 months subsequent to any issuance of Warrants. (b) Borrower hereby agrees to indemnify and hold harmless the Frost Group and, as applicable, its officers, directors, stockholders, agents and representatives from and against any and all claims, demands, losses, damages, expenses or liabilities (including reasonable attorneys’ fees) due to or arising out of a material breach of any representation, warranty or covenant provided, made or agreed to by Borrower hereunder or under the Note. (c) The Frost Group hereby agrees to indemnify and hold harmless Borrower and, as applicable, its officers, managers, directors, stockholders, members, agents and representatives from and against any and all claims, demands, losses, damages, expenses or liabilities (including reasonable attorneys’ fees) due to or arising out of a material breach of any representation, warranty or covenant provided, made or agreed to by the Frost Group hereunder.

Survival of Representations and Warranties Indemnification. All representations and warranties of the Participant contained herein shall survive the execution of this Agreement and the grant of the Partnership Units contemplated hereby. The Participant agrees to indemnify and hold harmless the Employer from any actual liability, loss or expense (including, without limitation, reasonable attorneys’ fees) incurred by the Employer as a result of the Participant’s breach of any representation or warranty hereunder.

Survival of Representations and Warranties Indemnification. The parties agree that the agreements, representations and warranties of each party will survive and remain in full force and effect after the execution of this Agreement through the Closing Date and after the Closing Date and payment for and delivery of the Stock. Each party agrees to indemnify and hold harmless the other party from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of this Agreement by such party.

Survival of Representations and Warranties Indemnification. Section 10.1 Survival of Representations, Warranties and Covenants. The representations and warranties of the Sellers, the Acquired Companies, Purchaser and Parent contained in this Agreement or in any certificates delivered pursuant to ARTICLE IX shall survive the Closing until the date that is fifteen (15) months following the Closing Date, except that (a) the representations and warranties set forth in Sections 3.1 (Organization, Standing and Power), 3.2 (Capitalization; Title to Equity Interests), 3.3 (Subsidiaries; Investments), 3.4(a) and 3.4(b) (Authority; Binding Agreement), 3.8 (Tax), 3.15(i)(iv) (Employee Benefit Plans) and 3.22 (Brokers; Fees) (collectively, the “Acquired Company Fundamental Representations”) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations, (b) the representations and warranties set forth in Sections 4.1 (Title to Equity Interests), 4.2(a) and 4.2(b) (Authority; Binding Agreement) and 4.4 (Brokers; Fees) (collectively, the “Seller Fundamental Representations”) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations, (c) the representations and warranties set forth in Sections 5.1 (Organization, Standing and Power), 5.2(a) and 5.2(b) (Authority; Binding Agreement), and 5.4 (Brokers; Fees) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations and (d) the representations and warranties contained in Section 3.12(d) (Customer Contracts) (the “Special Customer Contracts Representations”) shall survive the Closing until the date that is twenty-seven (27) months following the Closing Date. The covenants contained in this Agreement shall survive the Closing and remain in full force and effect until ninety (90) days following the expiration of the applicable statute of limitations. No Purchaser Indemnified Party shall make any claim for indemnification under this Article X with respect to any breach of any representation, warranty or covenant at any time after the end of the survival period applicable to such representation, warranty or covenant, and no Purchaser Indemnified Party shall make any claim for indemnification under (i) Section 10.2(e) or Section 10.2(f) at any time after the date that is fifteen (15) months following the Closing Date and (ii) Section 10.2(g) or Article VIII at any tim...

Survival of Representations and Warranties Indemnification. All representations and warranties contained herein shall survive the execution of this Agreement and the grant of the Granted Units contemplated hereby. Each party agrees to indemnify and hold harmless the other from any liability, loss or expense (including reasonable attorneys’ fees) if such party has breached any representation, warranty or agreement hereunder.