Indemnity Survival. The foregoing representations and warranties of Seller are made by Seller as of the date hereof and again as of Close of Escrow and shall survive the Close of Escrow for a period of one year and shall not be merged as of the date of the Close of Escrow hereunder. Seller shall indemnify and defend Buyer against and hold Buyer harmless from, and shall be responsible for all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that may be suffered or incurred by Buyer, including any third party due diligence expenses incurred by Buyer, if any representation or warranty made by Seller is untrue or incorrect in any material respect when made. The terms of Seller’s indemnity set forth above with respect to the representations and warranties made herein shall survive for a period of one year following the Close of Escrow.
Indemnity Survival. The indemnities contained in this Agreement shall survive repayment of the Loan.
Indemnity Survival. Each Party’s right to indemnification under Sections 3.01 and 3.02 shall terminate thirty (30) days following the expiration of the applicable statute of limitations.
Indemnity Survival. The foregoing provisions relating to liquidated damages shall not apply in any way to the indemnities provided by each party to the other pursuant to this Agreement.
Indemnity Survival. 6.1 Each of Employee and CDS shall indemnify, defend, and hold harmless the other from and against any and all loss, cost, damage, liability, or expense, as a result of malicious conduct of the other, or a willful breach of a duty of good faith. This indemnity shall only apply to Employee's actions and duties as an employee of CDS. This indemnity is not intended to nor shall it be interpreted to alter, amend or in any way affect Employee's actions or duties as a member of the Board (if applicable), or the respective indemnification provisions affecting or relating to all Directors of CDS.
Indemnity Survival. These covenants of indemnity shall survive cancellation, termination or expiration of this Contract.
Indemnity Survival. The Seller agrees to fully defend, indemnify and hold the Purchaser and its parent, subsidiaries, officers, directors, employees and affiliates (collectively the "Purchaser Indemnitees") harmless from, and against, any and all loses, judgments, obligations, settlements, costs, damages, expenses, liabilities, and other claims, including attorneys' fees and court costs, (the "Damages") that are in any way connected to the Excluded Liabilities, or the Seller's material breach of any representation, warranty, covenant or any other term of this Agreement, provided, however, Seller shall not have any obligations to indemnify the Purchaser from and against any Damages in excess of two million two hundred and fifty thousand dollars ($2,250,000). All representations and warranties of Seller shall survive the Closing and continue in full force and effect for a period of twelve (12) months from the Closing Date, after which they will expire. The foregoing indemnity shall be the sole and exclusive remedy of the Purchaser Indemnitees for any Damages of any sort related to the Excluded Liabilities or this Agreement. Recovery of any amount by a Purchaser Indemnitee against Seller pursuant to the terms of this Section 6 shall be had first, from the Escrow, and second to the extent the Escrow is insufficient, directly from Seller. Purchaser agrees to fully defend, indemnify and hold the Seller and its parent, subsidiaries, officers, directors, employees and affiliates (collectively the "Seller Indemnitees") harmless from, and against, any and all Damages suffered or incurred by Seller or any Seller Indemnitee that are in any way connected to the Assumed Liabilities or any breach by Purchaser of this Agreement for a period of twelve (12) months from the Closing Date, after which they will expire.; PROVIDED HOWEVER, that nothing in this section will impose on Purchaser any duty to indemnify Seller for any Excluded Liabilities.
Indemnity Survival. 6.1 Employee and CDS shall indemnify, defend, and hold harmless the other from and against any and all loss, cost, damage, liability, or expense, as a result of reckless or
Indemnity Survival. The provisions of this Article XV shall survive any termination of this Agreement.
Indemnity Survival. The foregoing representations and warranties of Seller are made by Seller as of the date hereof and again as of Close of Escrow and shall survive the Close of Escrow for a period of one year and shall not be merged as of the date of the Close of Escrow hereunder.
