Common use of Survival Clause in Contracts

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1646 contracts

Samples: Securities Purchase Agreement (DPW Holdings, Inc.), Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Novo Integrated Sciences, Inc.)

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Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 243 contracts

Samples: Securities Purchase Agreement (Tribal Rides International Corp.), Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Healthcare Integrated Technologies Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 174 contracts

Samples: Securities Purchase Agreement (Jammin Java Corp.), Securities Purchase Agreement (Agritek Holdings, Inc.), Securities Purchase Agreement (Powerbridge Technologies Co., Ltd.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 130 contracts

Samples: Securities Purchase Agreement (Lifelogger Technologies Corp), Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Pharmagreen Biotech Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 104 contracts

Samples: Securities Purchase Agreement (AmeriCann, Inc.), Securities Purchase Agreement (AmeriCann, Inc.), Securities Purchase Agreement (AmeriCann, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 76 contracts

Samples: Securities Purchase Agreement (South American Properties, Inc.), Securities Purchase Agreement (Odyssey Group International, Inc.), Securities Purchase Agreement (Max Sound Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 73 contracts

Samples: Securities Purchase Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (Inergetics Inc), Securities Purchase Agreement (TagLikeMe Corp.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Purchaser of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 52 contracts

Samples: Securities Purchase Agreement (Blue Sphere Corp.), Securities Purchase Agreement (HealthLynked Corp), Securities Purchase Agreement (uBid Holdings, Inc./New)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 40 contracts

Samples: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Arkados Group, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 31 contracts

Samples: Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (HDS International Corp.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (KinerjaPay Corp.)

Survival. The representations and warranties of the Company and the Buyer, and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Each of the Company and the Buyer agrees to indemnify and hold harmless the Buyer other party and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 10 contracts

Samples: Securities Purchase Agreement (BOQI International Medical, Inc.), Securities Purchase Agreement (NF Energy Saving Corp), Securities Purchase Agreement (NF Energy Saving Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 9 contracts

Samples: Note Purchase Agreement (Boatim Inc.), Note Purchase Agreement (Nexien Biopharma, Inc.), Amended and Restated Note Purchase Agreement (Boatim Inc.)

Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 8 contracts

Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this AgreementAgreement , including advancement of expenses as they are incurred.

Appears in 6 contracts

Samples: Fixed Interest Promissory Note Purchase Agreement (Ando Holdings Ltd.), Fixed Interest Promissory Note Purchase Agreement (Ando Holdings Ltd.), Bond Purchase Agreement (Leader Capital Holdings Corp.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and or covenants set forth in this Agreement or any of its covenants and or obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Hemp Naturals, Inc.), Securities Purchase Agreement (Hemp Naturals, Inc.), Securities Purchase Agreement (Black Cactus Global, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of reasonable expenses as they are incurred, except as a result of fraud, gross negligence or willful misconduct by Investor.

Appears in 5 contracts

Samples: Securities Purchase Agreement (SPI Energy Co., Ltd.), Securities Purchase Agreement (SPI Energy Co., Ltd.), Securities Purchase Agreement (SPI Energy Co., Ltd.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Pazoo, Inc.), Securities Purchase Agreement (Cannabis Global, Inc.), Securities Purchase Agreement (HealthLynked Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the Buyer Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Edison Nation, Inc.), Securities Purchase Agreement (AnPac Bio-Medical Science Co., Ltd.), Securities Purchase Agreement (HealthLynked Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 5 contracts

Samples: Securities Purchase Agreement (MMTec, Inc.), Securities Purchase Agreement (Bat Group, Inc.), Securities Purchase Agreement (Sino-Global Shipping America, Ltd.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreementin the Note, including advancement of expenses as they are incurred.

Appears in 5 contracts

Samples: Note Purchase Agreement (Liberated Solutions, Inc.), Note Purchase Agreement (Liberated Solutions, Inc.), Note Purchase Agreement (Liberated Solutions, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 4 contracts

Samples: Convertible Note Purchase Agreement (Fangdd Network Group Ltd.), Convertible Note Purchase Agreement (MicroAlgo Inc.), Convertible Note Purchase Agreement (MicroCloud Hologram Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Myecheck, Inc.), Securities Purchase Agreement (Coates International LTD \De\), Securities Purchase Agreement (Myecheck, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestors. The Company agrees to indemnify and hold harmless the Buyer Investors and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Meiwu Technology Co LTD), Securities Purchase Agreement (Aptorum Group LTD)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder here notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 3 contracts

Samples: Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (Aja Cannafacturing, Inc.), Securities Purchase Agreement (Aja Cannafacturing, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The For so long as any Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees employee s and agents for loss or damage dam age arising as a result of or related to any breach or alleged breach by the Company of any of its representationsrepresentation s, warranties wa1i-anties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 3 contracts

Samples: Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (IDS Industries, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchasers and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Happiness Development Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD)

Survival. The representations and warranties of the Company each party and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor or Company, as applicable. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 3 contracts

Samples: Note Purchase Agreement (Vapor Hub International Inc.), Note Purchase Agreement (Vapor Hub International Inc.), Securities Purchase Agreement (Vapor Hub International Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the any Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 3 contracts

Samples: Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their it’s officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp), Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer Buyers and all their respective officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Note Purchase Agreement (Deep Green Waste & Recycling, Inc.), Note Purchase Agreement (Deep Green Waste & Recycling, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (BioCorRx Inc.), Securities Purchase Agreement (BioCorRx Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. ​

Appears in 2 contracts

Samples: Securities Purchase Agreement (Electromedical Technologies, Inc), Securities Purchase Agreement (Electromedical Technologies, Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. .The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lingerie Fighting Championships, Inc.), Securities Purchase Agreement (Lingerie Fighting Championships, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cabinet Grow, Inc.), Securities Purchase Agreement (Cabinet Grow, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all of their officers, directors, employees employees, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (nDivision Inc.), Securities Purchase Agreement (nDivision Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tixfi Inc.), Securities Purchase Agreement (Blue Sky Media Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties warranties, and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Digerati Technologies, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Note Purchase Agreement (Energy Focus, Inc/De), Note Purchase Agreement (Energy Focus, Inc/De)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tixfi Inc.), Securities Purchase Agreement (Life Clips, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The For so long as the Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerHolder. The Company agrees to indemnify and hold harmless the Buyer Holder and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Zenosense, Inc.), Form of Securities Exchange Agreement (Zenosense, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medifirst Solutions, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (nFusz, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Skillful Craftsman Education Technology LTD)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the each closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (U.S. Rare Earth Minerals, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing closings hereunder notwithstanding any due diligence investigation conducted by or on behalf of the any Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their respective officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nano Dimension Ltd.)

Survival. The representations and warranties of the Company and the andthe agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any third party claim brought against any such individual or entity related to any breach or alleged breach by the Company of any of its representations, representations or warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (ULURU Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Coates International LTD \De\)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, employees employees, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties warranties, and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cannasys Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Quanta Inc)

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Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (IDdriven, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. ​

Appears in 1 contract

Samples: Note Purchase Agreement (Northwest Biotherapeutics Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Edgemode, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss Xxxx or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this AgreementAgreement , including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase  agreement (Las Vegas Railway Express, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. ·

Appears in 1 contract

Samples: Securities Purchase Agreement (Ems Find, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder each Closing notwithstanding any due diligence investigation conducted by or on behalf of the Buyerany Purchaser. The Company agrees to shall indemnify and hold harmless the Buyer each Purchaser and all their each of such Purchaser's officers, directors, employees employees, partners, members, agents and agents affiliates for loss any loss, damage or damage expenses (including reasonable counsel fees) arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and representations or covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Liferate Systems Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the each Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nexgel, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurredincurred .

Appears in 1 contract

Samples: Securities  purchase Agreement (IRONCLAD ENCRYPTION Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestors. The Company Each Investor agrees to indemnify and hold harmless the Buyer Company and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Investors of any of its their representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fitell Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerMxXxxxxx. The Company agrees to indemnify and hold harmless the Buyer MxXxxxxx and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase and Royalty Agreement (Investview, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless each of the Buyer and all of their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of or any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Freshwater Technologies Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Guided Therapeutics Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. ____ Initials

Appears in 1 contract

Samples: Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer each of Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Avalon Globocare Corp.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. Company Initials CHR

Appears in 1 contract

Samples: Securities Purchase Agreement (Elite Data Services, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, partners, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Note Purchase Agreement (Boxscore Brands, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (FTE Networks, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Color Star Technology Co., Ltd.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth Purchasers contained in or made pursuant to this Agreement shall not survive the closing hereunder notwithstanding any due diligence investigation conducted by Closing or on behalf termination of the Buyerthis Agreement. The Company agrees to indemnify and hold harmless the Buyer each Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Registration Rights Agreement (Eastman Kodak Co)

Survival. The representations representation and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its it covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alkame Holdings, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify indemnity and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Greenway Technologies Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their it’s officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Worthington Energy, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Exchange Agreement (IDdriven, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred. 10.16.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clikia Corp.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, members, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless each of the Buyer Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Exchange Agreement (Eastside Distilling, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. a. j.

Appears in 1 contract

Samples: Securities Purchase Agreement (eWELLNESS HEALTHCARE Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurredIncurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (NanoFlex Power Corp)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or Joxx xr damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Guided Therapeutics Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless each of the Buyer Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or the Transaction Documents or any of its covenants and obligations under this AgreementAgreement or the Transaction Documents, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Efactor Group Corp.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred. 8.11.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medijane Holdings Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder Closing notwithstanding any due diligence investigation conducted by or on behalf of the Buyerany Purchaser. The Company agrees to shall indemnify and hold harmless the Buyer each Purchaser and all their each of such Purchaser's officers, directors, employees employees, partners, members, agents and agents affiliates for loss any loss, damage or damage expense (including reasonable counsel fees) arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and or covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Instant Video Technologies Inc)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. j. [

Appears in 1 contract

Samples: Securities Purchase Agreement (Minerco Resources, Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representationsrepresentations , warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Well Power, Inc.)

Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage Damages arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, . including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Note Purchase Agreement (Qrons Inc.)

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their it's officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dewmar International BMC, Inc.)

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