Indemnification Survival of Representations and Warranties. (a) Subject to the terms and conditions of this Section 7.9 and 7.10 and other than in respect of Environmental Damages for which indemnification shall be had, if at all, exclusively pursuant to Section 7.14, the Selling Shareholders hereby agree to indemnify and save harmless Purchaser and its officers, directors, shareholders, employees and Affiliates from, against, for and in respect of any and all assessments, penalties, losses, damages, liabilities, costs and expense (including court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending), suit, action, claim, liability, obligation, or any Taxes described in Section 7.10(a) (collectively, "DAMAGES") suffered, sustained, incurred or required to be paid by Delta, the Purchaser, or any of their respective officers, directors, employees or Affiliates as a direct result of the breach of any representation, warranty, covenant or agreement of the Selling Shareholders or the Company contained in or made pursuant to this Agreement; PROVIDED, HOWEVER, that there shall be no liability under this Section 7.9(a) or Section 7.10(a) unless and until the aggregate of all Damages exceed seventy five thousand dollars ($75,000.00) and then recovery shall be had for each previously or subsequently incurred Damage.
Indemnification Survival of Representations and Warranties. The representations and warranties contained herein shall survive the execution and delivery of this Agreement. Purchaser agrees to indemnify, hold harmless and defend the Seller and its respective affiliates and agents with respect to any and all loss, damage, expense, claim, action or liability any of them may incur as a result of the breach or untruth of any representations or warranties made by Purchaser herein, and Purchaser agrees that in the event of any breach or untruth of any representations or warranties made by Purchaser herein, the Seller may, at its option, forthwith rescind the sale of the Interest and the Shares to Purchaser.
Indemnification Survival of Representations and Warranties. Section 8.1 Indemnification by the Seller and Parent. ----------------------------------------
Indemnification Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Notes hereunder until the Note is fully repaid. The Company shall indemnify, defend and hold harmless Investor, all its officers, directors, employees, attorneys, and agents, to the full fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) liabilities, obligations, contingencies, damages, and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees, costs of investigation (collectively, “Losses”), as incurred, arising out of or relating to (i) the execution or delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) any breach or inaccuracy in any representation or warranty made by Company contained in this Agreement, or (iii) any breach, violation or non-fulfillment of any covenant, obligation or agreement contained in this Agreement. The Investor shall indemnify, defend and hold harmless the Company, its affiliates and each person controlling the Company (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Company, its affiliates and each such controlling person, to the full fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to any breach or inaccuracy in any representation or warranty made by the Investor contained in this Agreement, or any breach, violation or non-fulfillment of any covenant, obligation or agreement contained in the Transaction Documents.
Indemnification Survival of Representations and Warranties. Section 9.01 Indemnification by Contributors 37 Section 9.02 Indemnification by Acquirer 37 Section 9.03 Defense of Third Party Claims 38 Section 9.04 Other Claims; Payment 39 Section 9.05 Allocation of Certain Indemnification Responsibilities among Contributors 40 Section 9.06 Survival of Representations and Warranties; Liability Limitations 40 ARTICLE X GENERAL PROVISIONS Section 10.01 Notices 43 Section 10.02 Third Party Beneficiaries 44 Section 10.03 Severability 44 Section 10.04 Entire Agreement 44 Section 10.05 Waiver; Remedies Cumulative 44 Section 10.06 Assignment 45 Section 10.07 Specific Performance 45 Section 10.08 Governing Law 45 Section 10.09 Submission to Jurisdiction 45 Section 10.10 Waiver of Jury Trial 46 Section 10.11 Disclaimer 46 Section 10.12 Counterparts 46 Section 10.13 Amendment 47 iii Schedules Schedule 2.02(e) – Phantom Unit Awards Schedule 2.02(f) – Transaction Bonus Payment Schedule 6.01 – Organization and Qualification Schedule 6.03(a) – Capitalization Schedule 6.03(c) – Repurchase Obligations; Voting Arrangements Schedule 6.04(b) – Conflicts – Acquired Entity Approvals Schedule 6.05 – Permits; Compliance Schedule 6.06(a) – Financial Statements Schedule 6.06(c) – Liabilities Schedule 6.07 – Absence of Certain Changes or Events Schedule 6.08 – Litigation Schedule 6.09(a) – Employees Schedule 6.09(e) – Departing Employees and Employment Agreements Schedule 6.09(f) – Legal Proceedings
Indemnification Survival of Representations and Warranties. Franklin and its officers, directors, employees and shareholders shall be indemnified and held harmless by the Major Shareholders for and against any and all losses, claims or liabilities arising out of or resulting from: (a) the breach of any representation or warranty made by the Major Shareholders contained in this Exchange Agreement; or (b) the breach of any of the Major Shareholders' covenants or agreements contained in this Exchange Agreement; and (c) any and all reasonable costs and expenses, including reasonable legal fees and expenses, in connection with enforcing the indemnification rights of Franklin under this Section 16. The representations and warranties of the parties hereto contained in this Exchange Agreement shall survive the Closing regardless of any investigation made by or on behalf of Franklin or the Major Shareholders for a period of three (3) years after the Closing; provided, however, that the representations and warranties contained in Section 2.1(a) and (c), Section 2,1(k) and 2.2 (g) shall survive the Closing indefinitely.
Indemnification Survival of Representations and Warranties. Purchaser and its officers, directors, employees and shareholders shall be indemnified and held harmless by the Company for and against any and all losses, claims or liabilities arising out of or resulting from; (a) the breach of any representation or warranty made by the Company contained in this Agreement; or (b) the breach of any of the Company's covenants or agreements contained in this Agreement; and (c) any and all reasonable costs and expenses, including reasonable legal fees and expenses, in connection with enforcing the indemnification rights of Purchaser under this Section 19. The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing regardless of any investigation made by or on behalf of the Company or Purchase; for a period of three (3) years after the Closing; provided, however, that: (a) the representations, warranties and covenants contained in Section 2.1, Section 2.3, Section 2.20, and Section 3.4 shall survive the Closing indefinitely; (b) the representations, and warranties contained in Section 2.15 shall survive until one (1) year after expiration of the applicable statute of limitations.
Indemnification Survival of Representations and Warranties. 12.1 Indemnity Obligations of Seller.
Indemnification Survival of Representations and Warranties. 32 11.1 Indemnity Obligations of the Stockholders...................... 32 11.2 Indemnity Obligations of Acquisition Sub and ARC............... 32 11.3
Indemnification Survival of Representations and Warranties. 30 12.1 General Indemnification by the Stockholder..................... 30 12.2 Specific Indemnification by the Stockholder.................... 31 12.3
