Survival of Obligation to Indemnify. The obligation of each party hereto to indemnify the other party hereto shall survive the Closing and the payment of the consideration therefore for a period of one year from the Closing Date, and shall continue thereafter with respect to: (a) matters which the party seeking indemnity hereunder shall have given the other party written notice of as provided herein prior to one year from the Closing Date; and (b) any claims, actions, suits, investigations or proceedings based on fraud or willful misconduct, willful misrepresentation or willful breach of warranty.
Survival of Obligation to Indemnify. The indemnity obligations of this Section 12 shall survive the Closing and the payment of the consideration therefor for a period of one (1) year from the Closing (or in the case of Section 12.1.2, the expiration of the applicable statute of limitation within which claims may be brought against Permian for such activities, or in the case of Section 12.1.3., three (3) years from the date of filing of any required return), and shall continue thereafter with respect to: (a) matters which the party seeking indemnity hereunder shall have given the other party written notice of as provided herein prior to one (1) year from the Closing; and (b) any claims, actions, suits, investigations or proceedings based on fraud or willful misconduct, willful misrepresentation or willful breach of warranty.
Survival of Obligation to Indemnify. The mutual identification obligations of Security National Life and SSLIC shall survive until twelve (12) months after the Effective Time of the Merger (the "Indemnification Period"), and shall continue thereafter only with respect to a claim, liability or obligation for which the party seeking indemnity hereunder shall have given the other party an Indemnification Notice as provided herein at least ten (10) days prior to the expiration of the Indemnification Period. After the Effective Time of the Merger, the holders of SSLIC Common, pro rata in accordance with their ownership of SSLIC Common as of the Effective Time of the Merger, shall succeed to SSLIC's indemnification rights and obligations under this Article 9; provided, however, that the maximum aggregate amount for which any shareholder of SSLIC Common is required to indemnify Security National Life pursuant to this Article 9 shall not exceed such shareholder's Pro Rata Indemnification Obligation (as defined below). A shareholder's Pro Rata Indemnification Obligation shall be determined by multiplying (x)the Indemnity Amount (as defined in Section 9.6) by (y) the quotient of (A) the amount of cash paid to such shareholder hereunder, divided by (B) the total amount of cash paid to shareholders of SSLIC Common hereunder as part of the Merger Consideration.
Survival of Obligation to Indemnify. The indemnity obligations of this Section 7.07 shall survive the Closing and the payment of the consideration therefor for a period of one (1) year from the Closing (or in the case of Section 7.07(b)(iii), three (3) years from the date of filing of any required return), and shall continue thereafter with respect to: (a) matters which the party seeking indemnity hereunder shall have given the other party written notice of as provided herein prior to one (1) year from the Closing; and (b) any claims, actions, suits, investigations or proceedings based on fraud or willful misconduct, willful misrepresentation or willful breach of warranty.
Survival of Obligation to Indemnify. The indemnity obligations of this Section 12 shall survive the Closing and the payment of the consideration therefor for a period of one (1) year from the Closing (or in the case of Section 12.1.2, the expiration of the applicable statute of limitation within which claims may be brought against Alaska for such activities, or in the case of Section 12.1.3., three (3) years from the date of filing of any required return), and shall continue thereafter with respect to: (a) matters which the party seeking indemnity hereunder shall have given the other party written notice of as provided herein prior to one (1) year from the Closing; and (b) any claims, actions, suits, investigations or proceedings based on fraud or willful misconduct, willful misrepresentation or willful breach of warranty.
Survival of Obligation to Indemnify. Except with respect to the obligation of SNFC to pay an amount equal to 57.4% of the SSLIC Lawsuit Amount and an amount equal to the CEI Lawsuit Amount to the Disbursing Agent, which shall survive until such amounts are paid, the mutual indemnification obligations of SNFC and CEI shall survive until the later of (i) eighteen (18) months after the date of this Agreement or (ii) twelve (12) months after the Effective Time of the Merger (the "Indemnification Period"), and shall continue thereafter only with respect to matters of which the party seeking indemnity hereunder shall have given the other party and the Disbursing Agent written notice as provided herein at least ten (10) days prior to the expiration of the Indemnification Period. After the Effective Time of the Merger, the former holders of CEI Common and Debentures, pro rata in accordance with their former ownership of CEI Common and Debentures, shall succeed to CEI's indemnification rights under this Article 10 and other rights under this Agreement; provided, however, that the indemnification rights of any holder of an outstanding Debenture shall expire upon full payment of the principal of, and accrued interest on, such Debenture.
Survival of Obligation to Indemnify. The defense and indemnity provisions of this Article VIII shall survive the expiration or earlier termination of this Lease for a period of three (3) years from the date of such expiration or termination.
Survival of Obligation to Indemnify. The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.
Survival of Obligation to Indemnify. The indemnity obligations of this Section 6.05 shall survive the Closing and the payment of the consideration therefor for a period of one (1) year from the Closing and shall continue thereafter with respect to: (a) matters which the party seeking indemnity hereunder shall have given the other party written notice of as provided herein prior to one (1) year from the Closing; and (b) any claims, actions, suits, investigations or proceedings based on fraud or willful misconduct, willful misrepresentation or willful breach of warranty.
Survival of Obligation to Indemnify. The provisions in the Plan of Reorganiization dealing with indemnification including, but not limited to, provisions dealing with the survival of the indemnification obligations of Dicon and notice and procedure requirements shall apply equally to the indemnification obligations of Dicon Shareholders under this Indemnification Agreement. Accordingly, it is agreed that after the maximum aggregate amount for which any shareholder of Dicon Common is required to indemnify Paradigm or Subsidiary pursuant to this Indemnification Agreement and the Plan of Reorganization shall not exceed such shareholder's Pro Rata Indemnification Obligation (as defined below). A shareholder's Pro Rata Indemnification Obligation shall be determined by multiplying (x) the Indemnity Amount by (y) the quotient of (A) the number of shares of Paradigm Common paid to such shareholder under the Plan of Reorganization, divided by (B) the total number of shares of Paradigm Common paid to shareholders of Dicon Common hereunder as part of the Merger Consideration. Each of the undersigned Dicon Shareholders represents and warrants that the number of shares of Dicon Common owned by him or it is set forth following his or its signature.
