Utah Uses in Survival Clause

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of February 27, 2017, is entered into by and between Inception Mining Inc., a Nevada corporation ("Company"), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of March 13, 2017, is entered into by and between REAC Group, Inc., a Florida corporation (Company), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns (Investor).

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of May 25, 2016, is entered into by and between CV Sciences, Inc., a Delaware corporation ("Company"), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns ("Investor").

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of July 24, 2015, is entered into by and between StationDigital Corporation, a Delaware corporation ("Company"), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of August 13, 2014, is entered into by and between AEGEA, Inc., a Colorado corporation ("Company"), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of September 26, 2014, is entered into by and between WindStream Technologies, Inc., a Wyoming corporation ("Company"), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of July 1, 2014, is entered into by and between OSL Holdings Inc., a Nevada corporation ("Company"), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of June 24, 2014, is entered into by and between MEDIJANE HOLDINGS, INC., a Nevada corporation (Company), and TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, its successors and/or assigns (Investor).

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement"), dated as of April 28, 2014, is entered into by and between DNA Precious Metals, Inc., a Nevada corporation ("Company"), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

Survival. The representations and warranties of 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 Investor. Company agrees to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by 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.

Survival from Exchange and Registration Rights Agreement

Huntsman International LLC, a Delaware limited liability company (the Company), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $350,000,000 aggregate principal amount of the Companys 8 5/8% Senior Subordinated Notes due 2021, which are guaranteed on a senior subordinated basis by each of the guarantors listed on Schedule I hereto.

Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.