Common use of Survival of Representations and Warranties; Indemnity Clause in Contracts

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of PVFE’s representations or warranties made to US BioEnergy hereunder, the members of PVFE’s Board of Managers who join in the execution of this Agreement shall indemnify, defend and hold US BioEnergy and PVFE harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or PVFE in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000, provided that except in cases of fraud or intentional misconduct, (a) the sole remedy against such members of the Board shall be to foreclose on a pledge of the shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member) and (b) the liability of each member of the PVFE Board of Managers shall be limited to such manager’s proportionate share of such liability based upon the proportion of Class A common stock received by such manager (or its affiliate) in the Transaction to the aggregate number of shares of Class A common stock issued in the Transaction. Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of PVFEGold Energy’s representations or warranties made to US BioEnergy hereunder, the members of PVFEGold Energy’s Board of Managers Governors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and PVFE Gold Energy harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or PVFE Gold Energy in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000100,000, provided that that, except in cases of fraud or intentional misconduct, (a) the sole remedy against such members of the Board shall be to foreclose on a pledge of the shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member) and (b) the liability of each member of the PVFE Board of Managers shall be limited to such manager’s proportionate share in respect of such liability based upon member’s Gold Energy Class A membership units. For clarity, the proportion parties agree that no shares of Class A common stock received by such manager (or its affiliate) in respect of the Transaction Class B membership units of Gold Energy shall be subject to the aggregate number foregoing indemnity or any pledge by reason of shares of Class A common stock issued in the Transactionthis Section 8.07. Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of PVFESuperior Corn’s representations or warranties made to US BioEnergy hereunder, the members of PVFESuperior Corn’s Board of Managers Directors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and PVFE Superior Corn harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or PVFE Superior Corn in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000, provided that that, except in cases of fraud or intentional misconduct, (a) the sole remedy against such members of the Board shall be to foreclose on a pledge of the US BioEnergy shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member) and (b) the liability of each member of the PVFE Board of Managers shall be limited to such manager’s proportionate share of such liability based upon the proportion of Class A common stock received by such manager (or its affiliate) in the Transaction to the aggregate number of shares of Class A common stock issued in the Transaction). Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.

Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of PVFEGold Energy’s representations or warranties made to US BioEnergy hereunder, the members of PVFEGold Energy’s Board of Managers Governors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and PVFE Gold Energy harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or PVFE Gold Energy in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $50,000100,000, provided that that, except in cases of fraud or intentional misconduct, (a) the sole remedy against such members of the Board shall be to foreclose on a pledge of the shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member) and (b) the liability of each member of the PVFE Board of Managers shall be limited to such manager’s proportionate share of such liability based upon the proportion of Class A common stock received by such manager (or its affiliate) in the Transaction to the aggregate number of shares of Class A common stock issued in the Transaction). Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.