Survival of Representations and Warranties; Indemnity Sample Clauses

Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

Survival of Representations and Warranties; Indemnity. All representations and warranties contained herein or in any Attachments hereto made by the Subscriber shall survive indefinitely following the execution and delivery of this Subscription Agreement, and the issue and sale of Shares. The Subscriber shall and hereby does agree to indemnify and hold the Company, the Adviser and their respective controlling persons, officers, directors, members, partners, employees, and affiliates, free and harmless from and in respect of any and all claims, actions, demands, causes of action, liabilities, losses and expenses whatsoever (including, without limitation, attorneys’ fees) arising from the breach or alleged breach of any of the representations, warranties or covenants made by or on behalf of Subscriber in this Subscription Agreement or in any Attachments hereto, or in the Governing Documents. Any claims for indemnity may be offset against subsequent distributions subject to applicable law.

Survival of Representations and Warranties; Indemnity. Only the representations and warranties of the Seller hereto contained in Section 4.4 hereto (with respect to title) shall survive the Closing and the consummation of the transactions contemplated hereby. No party hereto shall have any monetary or other liability or obligation to any other party hereto for breach of any of such first party's representations or warranties contained herein or in any certificate or other document delivered pursuant hereto, and the sole consequence of any such breach shall be limited to the failure to satisfy a condition to the Closing pursuant to Article 6 or 7 and the termination right provided in Section 10, in each case to the extent applicable according to such Section's express terms. With respect to a breach of its representations and warranties contained in Section 4.4 hereto, the Seller hereby covenants and agrees with the Purchaser that it shall indemnify the Purchaser and its directors, officers, shareholders and Affiliates, and each of their successors and assigns and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them arising out of any material breach of, or any material inaccuracy in, such representations and warranties.

Survival of Representations and Warranties; Indemnity. 9.1 All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. 9.2 Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement. 9.3 To the fullest extent permitted by law, the Company shall indemnify, defend, and hold harmless the Subscriber, its affiliates, stockholders, members, managers, directors, officers, partners and employees, and agents of the Subscriber (each, an “Indemnified Person”) from and against, and shall reimburse each Indemnified Person for, any and all Losses that at any time are imposed on, incurred by, and/or asserted against such Indemnified Person arising out of a breach of the representations, warranties or covenants of the Company made in this Agreement or any of the Transaction Documents; provided that such Indemnified Person will not be entitled to indemnification for any Losses to the extent it is determined by a final and binding judgment of a court of competent jurisdiction that such Losses arise out of such indemnified Person’s fraud, gross negligence, willful misconduct or a material breach of this Agreement or the Transaction Documents. For purposes of this paragraph 9.3, “Losses” means all liabilities, obligations, losses, damages, penalties, claims, counterclaims, demands, actions, suits, judgments, and/or settlements of any kind, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether due or to become due, whether arising in common law or equity, whether created by law, and whether or not resulting from third-party claims, including interest and penalties and reasonable out-of-pocket expenses, and reasonable fees and expenses for attorneys, accountants, consultants, and experts incurred in connection with any of the foregoing.

Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by or on behalf of the Company in connection with the transactions contemplated by this Subscription Agreement shall survive the execution and delivery of this Subscription Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Units. Unless the Company agrees otherwise in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company, the Adviser, the Administrator, their affiliates and their respective directors, officers, employees, representatives and agents (together, the “Indemnified Parties” and each, an “Indemnified Party”) from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Subscription Agreement, except in the case of gross negligence, willful misconduct or fraud by such Indemnified Parties.

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of Gold Energy’s representations or warranties made to US BioEnergy hereunder, the members of Gold Energy’s Board of Governors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and Gold Energy harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or Gold Energy in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $100,000, provided that, except in cases of fraud or intentional misconduct, the sole remedy against such members of the Board shall be to foreclose on a pledge of the shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member) in respect of such member’s Gold Energy Class A membership units. For clarity, the parties agree that no shares of Class A common stock received in respect of the Class B membership units of Gold Energy shall be subject to the foregoing indemnity or any pledge by reason of this Section 8.07. Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing. 5. Except as modified herein, all of the terms and conditions of the Agreement remain unchanged and in full force and effect and are hereby ratified as of the date hereof by the parties hereto. In the event of a conflict in the terms of the Agreement and this Amendment, the terms of this Amendment shall control. This Amendment may be executed in counterpart signature pages, each of which shall be deemed an original, and all such counterparts constitute but...

Survival of Representations and Warranties; Indemnity. All representations and warranties contained herein or in any Attachments hereto made by the Subscriber shall survive indefinitely following the execution and delivery of this Subscription Agreement, and the issue and sale of Shares. The Subscriber and its fiduciaries, if any, shall and hereby do agree to indemnify and hold each the Company, the Advisor, the Administrator and their respective controlling persons, officers, directors, members, partners, shareholders, employees, affiliates and each other person, if any, who controls or is controlled by any of the foregoing, within the meaning of Section 15 of the Securities Act, free and harmless from and in respect of any and all claims, actions, demands, causes of action, liabilities, losses and expenses whatsoever (including, but not limited to, legal fees and disbursements and any and all other expenses whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, arbitration proceeding, or other action or proceeding, commenced or threatened, or any claim whatsoever) arising from the breach or alleged breach of any of the representations, warranties or covenants made in this Subscription Agreement or in any Attachment hereto or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction, or any action for securities law violation instituted by the Subscriber which is finally resolved by judgment against the Subscriber.

Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by Investor, or by or on behalf of Issuer in connection with the transactions contemplated by this Agreement, shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Issuer or Investor, the issue and sale of the Purchased Stock. Investor shall and hereby does indemnify and hold harmless Issuer from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of any breach of any representation, warranty or covenant made by Investor in this Agreement.

Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by the Purchaser, or by or on behalf of the Partnership or the General Partner in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Partnership, the General Partner or the Purchaser, and the issue and sale of Interests. Unless the General Partner otherwise agrees in writing, the Purchaser shall and hereby does indemnify and hold harmless the Partnership and the General Partner from and against any and all losses, expenses, liabilities and other Claims and Damages relating to or arising out of any breach of any representation, warranty or covenant made by the Purchaser in this Agreement.

Survival of Representations and Warranties; Indemnity. (a) The representations, warranties and agreements of the parties contained in this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date, except that the agreements of the parties contained in Article VII, with the exception of Section 7.04, of this Agreement shall survive indefinitely following the Closing Date. (b) For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach by either UBE or ICMM of the representations, warranties or agreements such party has made to US BioEnergy hereunder, the Indemnitors shall indemnify, defend and hold US BioEnergy harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000; provided that: (i) In the absence of fraud or intentional misconduct by any UBE Party, the liability of any Indemnitor under Section 9.07(b) shall be to the extent of such Indemnitor’s proportionate ownership interest in the breaching party and shall not be greater than (and such Indemnitor shall in no event be obligated to US BioEnergy for more than, and US BioEnergy may only collect such liability up to) the following amounts with respect to such Indemnitors: (A) If a breaching party is UBE: Name Maximum Amount Rxx Xxxxx $ 2,000,000 Vander Griend $ 1,650,000 Rxxxxx $ 1,050,000 Ives $ 300,000 (B) If a breaching party is ICMM: Name Maximum Amount Vander Griend $ 1,650,000 Rxxxxx $ 1,050,000 Ives $ 300,000 (ii) In the case of fraud or intentional misconduct, the Indemnitors’ liability under Section 9.07(b) shall be proportionate to their ownership interest in the breaching party, but shall not be limited. (iii) For purposes of Section 9.07(b)(i), the parties agree that: (A) the proportionate ownership interest of ICMM is Vander Griend 55%; Rxxxxx 35%; and Ives 10%, (B) the proportionate ownership interest of UBE is Rxx Xxxxx 40%; Vxxxxx Xxxxxx 33%; Rxxxxx 21%; and Ives 6%, and (C) the proportionate ownership interest of Fxxxx is Rxx Xxxxx 100%. (iv) Notwithstanding a...