Survival of Representations and Warranties Indemnities. The representations, warranties, covenants, and agreements of SSLIC and Security National Life contained in this Agreement and in any instrument delivered hereunder shall survive for the period of their obligation to indemnify, as set forth in Section 9.3.
Survival of Representations and Warranties Indemnities. (a) The representations and warranties included or provided for in this Agreement shall survive for a period of two years from the Closing Date; provided that such survival shall continue during the pendency of any suit, action, claim or other proceeding brought in respect of such representations and warranties prior to the termination of such two-year period; and provided, further, that the representations and warranties contained in Section 2.5 shall survive the Closing indefinitely. The Company agrees to indemnify, defend and hold harmless the Purchasers, their respective permitted successors and assigns and the respective affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such Purchasers and such respective permitted successors and assigns (collectively, the "Purchaser Indemnified Parties") from and against and in respect of any demand, action, damage, deficiency, liability, loss, cost or expense (including, without limitation, reasonable counsel fees incurred in litigation or otherwise) to the Purchaser Indemnified Parties arising out of any breach of representation or warranty or nonfulfillment by it of any agreement or covenant contained herein (collectively "Purchaser Indemnified Party Losses"); provided, however, that the Company's indemnification obligations under this Section 9(a) shall arise only in the event that the accumulated amount of all Purchaser Indemnified Party Losses, in the aggregate, shall exceed $100,000. If the accumulated amount of all Purchaser Indemnified Party Losses in the aggregate exceeds $100,000, the Company shall then be liable on a dollar for dollar basis for the full amount of all Purchaser Indemnified Party Losses. The Purchasers and the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim under the foregoing provisions of this Section 9 as to which notice shall not have been given by a Purchaser Indemnified Party to the Company within two years of the date of occurrence of the events giving rise to such claim, or, with respect to indemnification for claims arising out of the breach of the representations and warranties contained in Section 2.5, within two years from the date of discovery of the breach by the Purchaser Indemnified Parties. (b) Each of the Purchasers agrees to indemnify, defend and hold harmless the Company from and against and in respect of any demand, action, damage, deficiency, liability, loss, cost or expense (including, w...
Survival of Representations and Warranties Indemnities. The representations, warranties, covenants and agreements contained in or made pursuant to this Agreement or any Schedule hereto will indefinitely survive (and not be affected in any way by) the Equity Closing and/or the MNG/Hearst Acquisition Closing or any investigation and inquiry made (or omitted) by or on behalf of Hearst, MNG or their representatives or any information that any party or their representatives may receive, except that (i) the representations and warranties contained in Sections 3.4, 3.5, 3.6, 3.7 and 3.8 shall terminate on the date that is eighteen (18) months after the Equity Closing Date, (ii) each representation and warranty contained in Section 3.9 shall terminate on the date that is forty-five (45) days following the expiration of the statute of limitation applicable to the matter to which such representation or warranty relates and (iii) the representations and warranties contained herein (other than those contained in Section 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 4.4 and 4.5) shall terminate on the third anniversary of the date hereof; provided, however, that such representations and warranties shall survive to the extent a claim for indemnification or other claim based upon, resulting from or arising out of a breach or inaccuracy of such representations and warranties is made prior to such date until such claim is finally resolved.
Survival of Representations and Warranties Indemnities. I. (a) The representations and warranties contained in Sections 1.I(b), (g), (h), (j) and (k) of this Agreement shall survive indefinitely.
Survival of Representations and Warranties Indemnities. The representations, warranties, covenants, and agreements of Dicon and Paradigm contained in this Agreement and in any instrument delivered hereunder shall survive for the period of their obligation to indemnify, as set forth in Section 10.3.
Survival of Representations and Warranties Indemnities. (a) The several covenants, representations and warranties of the parties herein contained shall survive the Closing Date; provided that any claims for indemnification with respect to any representation or warranty in accordance with Section 9.3(b)(i) and 9.3(c)(i) below shall be null and void unless made on or before the second anniversary of the Closing Date provided, however, that such 2 year period shall be extended to the expiration date of the applicable statute of limitations with respect to claims for indemnification in connection with the representations and warranties contained in Sections 5.1, 5.2, 5.5, 5.11, 5.13, 5.14, 6.1 and 6.2.
Survival of Representations and Warranties Indemnities. (a) The several covenants, representations and warranties of the parties herein contained shall survive the Closing Date as set forth in Section 6.07(f), notwithstanding any investigation at any time made by or on behalf of the other party.
Survival of Representations and Warranties Indemnities. (a) All covenants and agreements of the parties made in this Agreement or provided herein shall survive the Closing Date to the extent expressly provided herein. All representations and warranties of the parties made in this Agreement or as provided herein shall be made as of the date hereof and shall survive the Closing for a period of two years (the "Survival Period"), except --------------- that (a) any intentional or knowing misrepresentation shall survive the Closing indefinitely, and (b) Sections 3.1(a), (b), (d), (h), (n) and (p) and Section 3.2(a) shall survive the expiration of the fifteen (15) day period commencing on the expiration date of the relevant statute of limitations period (including any applicable extensions thereof), if longer than the two-year period previously specified (provided that if there is no relevant statute of limitations, survival shall be indefinite), unless survival is governed by the preceding clause (a).
Survival of Representations and Warranties Indemnities. (a) For a period of one year following the Effective Date, the Indemnifying Stockholders, jointly and severally, hereby agree to defend, indemnify and hold SmarTalk and its subsidiaries and their officers, directors and employees (collectively, the "SmarTalk Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, deficiencies, penalties, fines, costs or expenses (including, without limitation, the fees and expenses of investigation and counsel) (collectively, "Losses"), arising out of or resulting from (i) any breach of the representations and warranties contained in Article 5; (ii) any breach prior to the Effective Time in any material respect by Company of any covenant or agreement of Company contained in or arising out of this Agreement or (iii) any and all actions, suits, proceedings, claims, demands, assessments and judgments incidental to the foregoing to the enforcement of such indemnification. Each Stockholder, severally and not jointly, hereby agrees to defend, indemnify and hold the SmarTalk Indemnitees harmless from and against any and all Losses arising out of or resulting from any breach of any representation or warranty by such Stockholder contained in Article 6. Notwithstanding any provision of this Agreement or any other agreement, no Stockholder, in his capacity as such, shall have any right to indemnification or contribution from, or any other claim against, the Company with respect to matters for which the SmarTalk Indemnitees are entitled to indemnification under this Article 10.
Survival of Representations and Warranties Indemnities. The representations, warranties, covenants, and agreements of CEI and SNFC contained in this Agreement and in any instrument delivered hereunder shall survive for the period of their obligation to indemnify, as set forth in Section 10.3; provided, however, that SNFC's sole remedy for breach of any such representations, warranties, covenants, and agreements shall be the recovery of compensatory damages in an amount which does not exceed the Holdback Amount.
