Survival of Representations and Warranties and Indemnification Clause Samples

Survival of Representations and Warranties and Indemnification. The representations, warranties and covenants of the Company and Placement Agent set forth in Sections 2, 3 and 4 of this Agreement shall survive the execution and delivery of the Shares. The indemnification obligations of the Company as set forth in the indemnification rider identified as Appendix II (as amended or supplemented from time to time, the “Indemnification Rider”) to that certain engagement letter between the Company and the Placement Agent, dated May 7, 2007 (as amended or supplemented from time to time) is hereby incorporated by reference in its entirety as if more fully set forth herein, and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

Survival of Representations and Warranties and Indemnification. 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SELLER ---------------------------------------------------- AND ADI. All representations, warranties, agreements, covenants ------- and obligations made or undertaken by Seller and ADI in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and shall survive the Closing hereunder for a period of twenty-four months from the Closing Date, or for such longer period as is set forth in Section 8.4 to the extent applicable, and shall not merge in the performance of any obligation by any party hereto. Subject to the limitations set forth in this Article 8, Seller agrees from and after Closing to jointly and severally indemnify and hold Purchaser or any of Purchaser's Affiliates, including ADI, and their respective successors and assigns, harmless from and against all liability, loss, damages or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) (collectively, "DAMAGES") suffered or incurred by Purchaser or any of Purchaser's Affiliates, including ADI, and their respective successors or assigns arising from, resulting from or relating to: 8.1.1 any misrepresentation by, or breach of any covenant, agreement or warranty, of Seller or ADI contained in this Agreement or the Related Agreements or any certificate, Schedule, document or instrument furnished by Seller or ADI pursuant thereto; or (i) the business or operations of ADI on or prior to the Closing Date except as disclosed on the Schedules hereto; or (ii) liabilities or obligations of ADI attributable to acts or omissions, or the business or operations, of Seller or any of its Affiliates (other than ADI); and in the case of either clause (i) or (ii) irrespective of when any claim, suit, action, proceeding or investigation in respect of such matters is asserted or made. It is understood and agreed by Seller that since ADI will be owned by Purchaser following the Closing, any recovery by Purchaser hereunder after Closing will be against Seller, who will have no right of reimbursement or contribution against ADI. Any examination, inspection or audit of the assets or business of ADI conducted pursuant to this Agreement shall in no way limit, affect or impair the ability of Purchaser, its successors or assigns to rely upon the representations, warranties, covenants and obligations of Seller set forth herein.

Survival of Representations and Warranties and Indemnification. The representations, undertakings, warranties and indemnifications made by the parties hereto in this Agreement shall survive the closing hereunder, regardless of any investigation made by any party hereto. However, no representation, undertaking, warranty or indemnity shall survive beyond any applicable statute of limitations.

Survival of Representations and Warranties and Indemnification. All covenants, agreements, representations and warranties of Seller under this Agreement, in all events subject to the limitations and qualifications set forth herein, shall survive the Closing and the delivery of the Instrument of Conveyance and shall remain effective, as limited and qualified herein or in the Instrument of Conveyance, without regard to any investigation at any time made by or on behalf of Purchaser, or of any information Purchaser may have with respect thereto and shall not be merged into the Instrument of Conveyance except to the extent included within the Instrument of Conveyance, nor any other documents or instruments executed and delivered at the Closing or at any time after the Closing Date.

Survival of Representations and Warranties and Indemnification. All of the Borrower's representations and warranties and indemnifications contained in this Agreement shall survive the execution, delivery and acceptance thereof by the parties, notwithstanding any investigation by the Agent or any Lender or their respective agents.

Survival of Representations and Warranties and Indemnification. All representations and warranties made and indemnification provided hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Notes hereunder and the termination of this Agreement and shall survive until the termination as provided under the Indenture.

Survival of Representations and Warranties and Indemnification. Survival of Representations and Warranties of Parent. All representations, warranties and covenants made herein or pursuant hereto by Parent shall survive the Closing until December 31, 1998.

Survival of Representations and Warranties and Indemnification. The parties, intending to modify the applicable statutes of limitations, agree that: (a) the representations and warranties of the parties hereto contained in Section 3.01 (Organization, Authority and Qualification - Sellers), Section 3.02 (Organization, Authority and Qualification - Companies), Section 3.03 (Capitalization), Section 3.04(a) and (b) (No Violation), Section 3.18 (Brokers), Section 4.01 (Organization and Authority – Purchaser), Section 4.02(a) and (b) (No Conflict), Section 4.05 (Investment Purpose), and Section 4.08 (Brokers) of this Agreement (the “Fundamental Representations”) shall survive the Closing until the 60th day after the expiration of the applicable statute of limitation; (b) the representations and warranties of the parties hereto contained in Section 3.11 (Environmental) shall survive for a period of four years following the Closing; (c) all other representations and warranties of the parties hereto shall survive for a period of 15 months following the Closing; provided, with respect to clauses (a) through (c) above, that any claim made in good faith and with reasonable specificity in respect of representations and warranties that survive the Closing, by the party seeking to be indemnified within the time periods set forth in this Section 9.01 shall survive, if pursued in a reasonably diligent and timely matter, until such claim is finally and fully resolved; (e) all covenants of the Parties to be performed prior to the Closing shall expire at the Closing; and (f) all covenants of the Parties to be performed after the Closing shall expire in accordance with their respective terms. Upon the termination of any of the survival periods set forth in this Section 9.01 above, the representations and warranties, in each case, shall terminate, together with any associated right of indemnification hereunder.

Survival of Representations and Warranties and Indemnification. The parties shall have the mutual rights of indemnification set forth on SCHEDULE 8 attached hereto.