Survival of Representations and Warranties Indemnification Clause Samples
The 'Survival of Representations and Warranties; Indemnification' clause establishes that certain promises and statements made by the parties, as well as their obligations to compensate for losses (indemnification), will continue to be enforceable even after the contract has ended or closed. Typically, this means that if one party discovers a breach of a representation or warranty after the deal is completed, they can still seek remedies or compensation within a specified period. This clause ensures that parties remain accountable for their statements and actions beyond the contract's immediate term, protecting against undisclosed risks or liabilities that may surface later.
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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 Article II, Section 2 below with respect to any representation -12- 13 or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Paragraphs (B)(vi), (G), (I) and (J) of Article I, Section 2 hereof, which must be made within six (6) months following the expiration of the applicable statute of limitations).
(B) The Company and the Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer, Parent, and their respective 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 Company and/or the Shareholders 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 Agreement to be entered into at the Closing between Chun▇ ▇▇▇ Parent, (iii) the Business conducted by the Company prior to the Closing Date and any actions or events associated therewith, (iv) any and all liabilities of the Company, other than the Assumed Liabilities, and (v) any failure by the Shareholders or the Company to comply with any provisions of the bulk sales or similar laws of any jurisdiction which are applicable to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, neither Shareholder shall be responsible for more than his or her pro rata share of such liability based on their respective stock ownership of the Company as of the Closing as set forth on Exhibit A hereto. The obligations of the Company and the Shareholders pursuant to ...
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. 8.1 Survival of Representations and Warranties. All representations, warranties, covenants and obligations of the Company, the Company Sub, any Company Stockholders, Parent and Sub in this Merger Agreement, the Company Disclosure Letter, and the Related Documents shall survive the Closing Date and continue in full force and effect until twelve (12) months after the Closing Date, except that, notwithstanding anything to the contrary contained in this Merger Agreement, (i) any breach of a representation or warranty set forth in Section 4.1(m) or Section 4.1(r) shall survive until the expiration of the applicable statute of limitation, including any extensions thereof, and (ii) if notice of a Claim (as hereafter defined) is given under Article VIII prior to such expiration date, such Claim shall continue indefinitely until such Claim is finally resolved; provided, however, that the availability of equitable remedies for any breach of any covenant or agreement pursuant to Article VIII shall survive indefinitely.
8.2 Indemnification by the Company and the Company Stockholders.
(a) The Company and the Company Stockholders shall be obligated to indemnify save and hold harmless Parent, its directors, officers, employees, Affiliates, agents and assigns (each an "INDEMNIFIED PARENT PARTY"), from and against any and all Losses (whether or not arising out of third-party claims) and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively with Losses, "DAMAGES") incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty made by the Company or by any Management Stockholder in this Merger Agreement, the Company Disclosure Letter or in any of the Related Documents delivered pursuant hereto, (ii) any breach of any covenant, obligation or agreement made by the Company or any Management Stockholder in this Merger Agreement or in any of the Related Documents delivered pursuant hereto, and (iii) any claim by any Person against Parent, Sub or the Surviving Corporation for broker's or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Company (or any person acting on the Company's behalf) in connection with the Merger.
(b) In addition to the indemnification obligations pursuant to Section 8.2(a) hereof and notwithstanding anything contained herein to the contrary, the Company and the Compa...
Survival of Representations and Warranties Indemnification. 9.1 The representations, warranties, covenants and agreements contained herein to be performed or complied with after the Closing shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive until the expiration of such specified term.
9.2 From and after the Closing, each party shall indemnify, defend and hold harmless the other (the party seeking indemnification being referred to as the "Indemnified Party") from, against and in respect of any and all claims, losses, liabilities and damages, including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable fees and disbursements of counsel (whether at the pre-trial, trial or appellate levels) which the Indemnified Party shall suffer, sustain or become subject to by virtue of or which arises our of, or results from the breach of any representation, warranty, covenant or agreement, set forth in this Agreement or contained in any instrument or certificate delivered pursuant hereto. To the extent incurred prior to a settlement or conclusion of any litigation arising hereunder, such reasonable costs and fees shall be paid by the Indemnifying Party as incurred by the Indemnified Party.
9.3 The Indemnified Party shall promptly notify the party against whom indemnification is sought (the "Indemnifying Party") in writing of any claim for indemnification, specifying in detail the basis of such claim, the facts pertaining thereto and, if known, the amount, or an estimate of the amount, of the liability arising therefrom. The Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter all information and documentation necessary to support and verify the claim asserted and the Indemnifying Party shall be given reasonable access to all books and records in the possession or control of the Indemnified Party or any of its affiliates which the Indemnifying Party reasonably determines to be related to such claim.
Survival of Representations and Warranties Indemnification. (a) All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement.
(b) In consideration of the Shareholder's execution and delivery of this Agreement and acquisition of the Shares hereunder and in addition to all of the Company's other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Shareholder and each other holder of Shares and/or shares of Common Stock issuable upon conversion of the Shares and all of their officers, directors, members, managers, employees and agents (collectively, the "Shareholder Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, obligations and damages, and expenses in connection therewith (irrespective of whether any such Shareholder Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (collectively, the "Shareholder Indemnified Liabilities"), incurred by the Shareholder Indemnitees or any of them as a result of, or arising out of, or relating to (i) any finder's or brokerage fees not disclosed by the Company, or (ii) any material breach of, or inaccuracy of, any representation, warranty or covenant of the Company contained in this Agreement or in that certain Series C Preferred Stock Purchase Agreement, dated as of December 31, 1998, between the Company and the Shareholder (the "Series C Purchase Agreement"). Prior to the termination of the covenants of the Company contained in Articles VI and Articles VII of the Series C Purchase Agreement, the Company and the Shareholder agree to execute and deliver an amendment to this Agreement providing for the incorporation herein of such covenants (other than those set forth in Sections 7.10 and Sections 7.12 through 7.17 of the Series C Purchase Agreement) on substantially the same terms and conditions.
(c) In consideration of the Company's execution and delivery of this Agreement and sale of the Shares hereunder and in addition to all of the Shareholder's other obligations under this Agreement, the Shareholder shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (collectively, the "Company Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, pen...
Survival of Representations and Warranties Indemnification. 44 8.1 Survival of Representations and Warranties...................................................44 8.2
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. 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. 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. VI.1 Survival of Representations and Warranties.