Survival of Representations Indemnification Sample Clauses

Survival of Representations Indemnification. 7.1 SURVIVAL OF REPRESENTATIONS. All representations, warranties and agreements made by any party in this Agreement or pursuant hereto shall survive the Closing, but all claims for damages made by virtue of such representations, warranties and agreements shall be made under, and subject to the limitations set forth in, this Article VII. The representations and warranties set forth in Articles III and IV are cumulative, and any limitation or qualification set forth in any one representation and warranty therein shall not limit or qualify any other representation and warranty therein. 46 54 7.2 INDEMNIFICATION BY SELLERS. Sellers shall jointly and severally indemnify, defend, save and hold harmless Buyer and its officers, directors, employees, agents and Affiliates (collectively, "BUYER INDEMNITEES") from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "BUYER DAMAGES") asserted against, imposed upon, resulting to, required to be paid by, or incurred by, any Buyer Indemnitees, directly or indirectly, in connection with, arising out of, or which would not have occurred but for (i) a breach of any representation or warranty made by Sellers in this Agreement, in any certificate or document furnished pursuant hereto by Sellers or in any Other Agreement to which any Seller is to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by Sellers in or pursuant to this Agreement or in any Other Agreement to which any Seller is or is to become a party, (iii) any Retained Liability, (iv) noncompliance with or a violation of, and any Buyer Damages with respect to, Environmental Laws, (v) any liability under any warranty (express or implied), guarantee or other similar promise, or any contract or agreement, given, issued, made or entered into by any Seller (relating to the Business or the Purchased Assets) on or before the Closing Date, or implied with respect to any such warranty, guaranty, contract or agreement, or (vi) any liability of the Business, whether due or to become due, existing on the Closing Date or arising out of any transaction entered into prior to the Clos...
Survival of Representations Indemnification. The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. SELLER agrees to indemnify ATOW and its affiliates, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by SELLER pursuant to this Agreement. ATOW and ATOW SUB agrees to indemnify SELLER, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and/or ATOW SUB shall have the right to recoup any amount paid to Dennis W. Meyer, Inc., as a result of a non-assumed claim or liability.
Survival of Representations Indemnification. Buyer acknowledges that the representations, warranties and agreements made by Buyer herein shall survive the execution and delivery of this Stock Purchase Agreement and the purchase of the Shares. Buyer acknowledges that Buyer understands the meaning and legal consequences of the representations and warranties contained in Section 2 hereof, and hereby indemnifies and holds harmless the Seller, the Company, their respective agents, employees and affiliates, from and against any and all losses, claims, damages or liabilities due to or arising out of a breach of any representation or warranty of the Buyer contained in this Agreement.
Survival of Representations Indemnification. Section 8(a) shall be amended to add the following clause at the end of the sentence comprising Section 8(a) of the Charter, to read as follows:
Survival of Representations Indemnification. The warranties, representations and covenants of the Company and the Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.
Survival of Representations Indemnification. 9.01Survival of Representations. The representations and warranties made by the parties under this Agreement shall survive the Closing to the extent provided for in this Section 9.01 (the applicable survival period, the “Survival Period”). All of the representations and warranties of the Selling Parties contained in Article III shall survive the Closing for a period of two years, except that (a) the representations and warranties contained in Sections 3.01, 3.02, 3.03(a), 3.06 and 3.14 shall survive indefinitely and (b) the representations and warranties contained in Sections 3.05, 3.11 and 3.13 shall survive until ninety (90) days after the expiration of the applicable statute of limitations (including, in the case of Section 3.13, any extension of the applicable statute of limitations pursuant to an audit by any taxing jurisdiction or authority). 9.02Agreement of the Selling Parties to Indemnify Wendy's. Subject to the terms and conditions of this Article IX, each Selling Party, jointly and severally, hereby agrees to indemnify, defend and hold Wendy's, its affiliates and all of their respective officers, directors, members, partners, shareholders, employees, agents and representatives (collectively, “Wendy's Indemnitees”) harmless, at any time after consummation of the Closing, from and against all demands, claims, actions or causes of action, assessments, losses, damages, diminution of value, damage, liabilities, costs and expenses, including, without limitation, interest, penalties and attorneys' fees and expenses (collectively, “Damages”) asserted against, resulting to, imposed upon or incurred by any Wendy's Indemnitee, by reason of, resulting from, or arising out of: (a) the Retained Liabilities, including without limitation, the charges, complaints and litigation set forth on Schedule 3.10(b) and Schedule 3.12; (b) the Retained Assets; (c) a breach of any representation or warranty of the Selling Parties in this Agreement; (d) a breach of any covenant or agreement of the Selling Parties in this Agreement; (e) the ownership and operation of the Transferred Restaurants and Assets prior to the Effective Time; (f) the ownership, operation or closing of the Closing Restaurants and any default under the lease for the Closing Restaurant located at 413 W. Martin Luther King Jr. Blvd, Austin, TX; (g) the employment or termination of such employment by any Selling Party of any employees; (h) any failure to comply with the applicable bulk sales requirements;...
Survival of Representations Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 11.1 Survival of Representations and Covenants of Buyer and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 11.2 Survival of Representations and Covenants of Seller . . . . . . . . . . . . . . . . . . . . . . . . 59 11.3 Indemnification by Buyer and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 11.4 Indemnification by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 11.5 Indemnification Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Survival of Representations Indemnification. . . . . . 44
Survival of Representations Indemnification. . . . 56 Section 8.1 Survival of Representations, Warranties and Agreements . 56 Section 8.2 Agreement to Indemnify by AEW and Apollo . . . . . . . . 57 Section 8.3 Agreement to Indemnify by Central. . . . . . . . . . . . 58 Section 8.4 Indemnification - Environmental Matters . . . . . . . . 60 Section 8.5 Procedures . . . . . . . . . . . . . . . . . . . . . . . 61 Section 8.6 Sharing of Purchase Claim Costs. . . . . . . . . . . . . 62
Survival of Representations Indemnification. 1 Survival of Representations and Covenants of Buyer. The representations and warranties of Buyer set forth in Article 2 hereof shall survive the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby for a period of twelve (12) months and shall then expire. .2 Survival of Representations and Covenants of Seller. The representations and warranties of Seller set forth in Article 3 hereof shall survive the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby for a period of twelve (12) months and shall then expire, except for the representations and warranties in Section 3.7 which shall survive indefinitely. .3 Indemnification by Buyer. Subject to Articles 9.5 and 18 hereof, Buyer shall indemnify Seller for, and shall hold Seller harmless from, any and all Liabilities asserted against or incurred or sustained by Seller arising out of, related to or associated with (i) any breach of any covenant or agreement contained in this Agreement by Buyer, (ii) any breach by Buyer of any of the warranties or representations set forth in Article 2 hereof or (iii) any of the Assumed Liabilities. .4 Indemnification by Seller. Subject to Articles 9.5 and 18 hereof, Seller shall indemnify Buyer for, and shall hold Buyer harmless from, any and all Liabilities asserted against or incurred or sustained by Buyer arising out of: (i) any breach of any covenant or agreement contained in this Agreement by Seller; (ii) any breach by Seller of any of the warranties or representations set forth in Article 3 hereof, (iii) any of the Retained Liabilities. .5 Indemnification Procedure.