Survival of Representations and Warranties; Indemnity Agreement Sample Clauses

Survival of Representations and Warranties; Indemnity Agreement. (a) The representations, warranties, covenants and agreements given by Seller, the Owners and Buyer which are contained in this Agreement shall survive the Closing Date for a period of three (3) years from the Closing Date except for Seller's representation regarding (1) Taxes which shall expire and terminate upon the expiration of the applicable statute of limitations specified in the Code or in the laws of any state or other taxing authority as such statute of limitations period may be validly extended pursuant to applicable tax laws and (2) Seller's and the Owners' representations regarding environmental matters under Section 4.1(j) which shall expire upon the expiration of the applicable statutes of limitations as specified in the applicable laws. Seller and the Owners will indemnify Buyer, and Buyer will indemnify Seller and the Owners against any loss, cost, liability or expense (including, without limitation, costs and expenses of litigation and reasonable attorneys' fees) incurred or suffered by either party as a result of the inaccuracy, misrepresentation or breach of any of the representations, warranties, covenants and agreements of Seller, the Owners or Buyer, as the case may be, contained in this Agreement. Seller and the Owners will further indemnify Buyer for the assertion against Buyer of any liability of Seller which is not expressly assumed by Buyer pursuant to this Agreement, including but not limited to that lawsuit filed 4/15/03, Reference: B10289423, Suit: SL-00001042-2003, Case: L 001042 03, in Superior Court Law Div. Of New Jersey by Fremont Indemnity Co. against Able Propane Co., Able Oil Melbourne, Inc, Able Oil Company Inc D/B/A Northwest Petroleum 198 Green Pond Road, Rockawax, XX, 00000. Xxxxx xxxx xxxxxxx indemnify Seller for the assertion against Seller of any liability expressly assumed by Buyer pursuant to this Agreement as well as for any loss suffered by Seller or the Owners as a result of Buyer's use of the Purchased Assets or operation of the Propane Business following the Closing Date.
Sample 1
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Related to Survival of Representations and Warranties; Indemnity Agreement

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein 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 All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

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