Indemnity Survival. The foregoing representations and warranties of Seller are made by Seller as of the date hereof and again as of Close of Escrow and shall survive the Close of Escrow for a period of one year and shall not be merged as of the date of the Close of Escrow hereunder. Seller shall indemnify and defend Buyer against and hold Buyer harmless from, and shall be responsible for all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that may be suffered or incurred by Buyer, including any third party due diligence expenses incurred by Buyer, if any representation or warranty made by Seller is untrue or incorrect in any material respect when made. The terms of Seller’s indemnity set forth above with respect to the representations and warranties made herein shall survive for a period of one year following the Close of Escrow.
Indemnity Survival. The indemnities contained in this Agreement shall survive repayment of the Loan.
Indemnity Survival. Each Party’s right to indemnification under Sections 3.01 and 3.02 shall terminate thirty (30) days following the expiration of the applicable statute of limitations.
Indemnity Survival. The foregoing provisions relating to liquidated damages shall not apply in any way to the indemnities provided by each party to the other pursuant to this Agreement.
Indemnity Survival. 6.1 Each of Employee and CDS shall indemnify, defend, and hold harmless the other from and against any and all loss, cost, damage, liability, or expense, as a result of malicious conduct of the other, or a willful breach of a duty of good faith. This indemnity shall only apply to Employee's actions and duties as an employee of CDS. This indemnity is not intended to nor shall it be interpreted to alter, amend or in any way affect Employee's actions or duties as a member of the Board (if applicable), or the respective indemnification provisions affecting or relating to all Directors of CDS.
Indemnity Survival. These covenants of indemnity shall survive cancellation, termination or expiration of this Contract.
Indemnity Survival. The foregoing representations and warranties of Seller are made by Seller as of the date hereof and again as of Close of Escrow and shall survive the Close of Escrow for one (1) year and shall not be merged as of the date of the Close of Escrow hereunder. Notwithstanding anything to the contrary contained herein, if the Close of Escrow shall have occurred (and Buyer shall not have waived, relinquished or released any applicable rights in further limitation), (a) the aggregate liability of Seller arising pursuant to or in connection with the breach of (i) representations and/or warranties, or (ii) those indemnifications, covenants or other obligations of Seller under this Agreement that expressly survive the Close of Escrow shall not exceed One Million Dollars ($1,000,000.00) (the “Liability Limitation”) and (b) no claim by Buyer alleging a breach by Seller of (i) any representation or warranty, or (ii) indemnification, covenant or other obligation of Seller contained herein that expressly survives the Close of Escrow may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Buyer against Seller alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Five Thousand Dollars ($25,000) (the “Floor Amount”), in which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above; provided, however, that if any such final judgment is for an amount that in aggregate is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto. Subject to the foregoing limitations in amount and duration of liability, to the greatest extent permissible by law, Seller shall reimburse, indemnify, defend and hold harmless Buyer from any and all causes of action, claims, demands, losses, liabilities, costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising as a result of any breach of a representation or warranty made in this Agreement by Seller and/or from any transactions or occurrences relating to the Property prior to the Closing Date, other than as a result of the acts of Buy...
Indemnity Survival. The foregoing representations and warranties of Seller are made by Seller as of the date hereof and again as of Close of Escrow and shall survive the Close of Escrow for a period of one year and shall not be merged as of the date of the Close of Escrow hereunder.
Indemnity Survival. The provisions of this Article XV shall survive any termination of this Agreement.
Indemnity Survival. (a) NRC hereby agrees to indemnify, defend, save and hold Investor harmless from and against any and all damage, liability, loss, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees, other costs and expenses incident to any suit, action or proceeding) (collectively, "Losses") incurred or sustained by Investor which arise out of or result from any breach of any representation, warranty or covenant of NRC contained herein; PROVIDED HOWEVER, that the indemnity with respect to any representation and warranty shall terminate as of the first date, if any, on which such representation or warranty ceases to survive pursuant to subsection (d) hereof. Notwithstanding the above, the Company shall have no liability hereunder regarding any matter as to which Investor, its designated directors of the Company or Investor's principals and/or representatives have actual knowledge.
