SURVIVAL OF PROVISIONS AND INDEMNIFICATION Sample Clauses

SURVIVAL OF PROVISIONS AND INDEMNIFICATION. 31 12.1 Survival.....................................................31 12.2
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SURVIVAL OF PROVISIONS AND INDEMNIFICATION. 37 13.1 Survival...........................................................37 13.2 Indemnification by Sellers and Owners..............................37 13.3
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SURVIVAL OF PROVISIONS AND INDEMNIFICATION. 33 13.1 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 13.2
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SURVIVAL OF PROVISIONS AND INDEMNIFICATION. 8.01 Survival. The representations and warranties contained in this Agreement shall survive Closing.
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SURVIVAL OF PROVISIONS AND INDEMNIFICATION. 14.1 Survival. The covenants, obligations, representations and warranties of Parent, Geri-Xxxe, Scripts and Shareholders contained in this Agreement, or in any certificate or document delivered pursuant to this Agreement, shall be deemed to be material and to have been relied upon by the parties hereto notwithstanding any investigation prior to the Closing, shall survive the date of Closing except as provided in Section 14.5, and shall not be merged into any documents delivered in connection with the Closing.
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SURVIVAL OF PROVISIONS AND INDEMNIFICATION. 37 Section 9.1 Indemnification by the Sellers 37 Section 9.2 Indemnification by the Buyer and Diamond 38 Section 9.3 Limits on Indemnification. 38 Section 9.4 Rules Regarding Indemnification 39 Section 9.5 Payment 40 Section 9.6 Materiality Qualifiers 40 Section 9.7 Purchase Price Adjustment 41 ARTICLE X DEFINITIONS 41 Section 10.1 Definitions 41 ARTICLE XI MISCELLANEOUS 50 Section 11.1 Assignment; Successors; No Third Party Beneficiaries 50 Section 11.2 Expenses 51 Section 11.3 Notices 51 Section 11.4 Confidentiality; No Publicity 51 Section 11.5 Controlling Law 52 Section 11.6 WAIVER OF JURY TRIAL 52 Section 11.7 Venue; Submission to Jurisdiction 52 Section 11.8 Headings 53 Section 11.9 Partial Invalidity 53 Section 11.10 Waiver 53 Section 11.11 Counterparts; Electronic Delivery 53 Section 11.12 Interpretation 53 Section 11.13 Entire Agreement; Amendment 54 Section 11.14 Specific Performance 54 Section 11.15 Waiver of Bulk Sales Laws 54 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of August 14, 2015, by and among Ocean Beach Club, LLC, a Virginia limited liability company (“OBC”), Gold Key Resorts, LLC, a Virginia limited liability company (“Gold Key”), Professional Hospitality Resources, Inc., a Virginia corporation (“PHR”), Vacation Rentals, LLC, a Virginia limited liability company (“Vacation Rentals”), and Resort Promotions, Inc., a Virginia corporation (“RPI”) (“RPI” and, together with OBC, Gold Key, PHR and Vacation Rentals, the “Sellers”), Diamond Resorts Corporation, a Maryland corporation (the “Buyer”). OBC, Gold Key and Vacation Rentals are referred to herein as the “Business Sellers.”
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SURVIVAL OF PROVISIONS AND INDEMNIFICATION. 29 13.1 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 13.2 Indemnification by Seller Shareholder and Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 29 13.3
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SURVIVAL OF PROVISIONS AND INDEMNIFICATION 
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Related to SURVIVAL OF PROVISIONS AND INDEMNIFICATION

  • Survival of Provisions The obligations contained in this Section 11 shall survive the termination or expiration of the Executive’s employment with the Company and shall be fully enforceable thereafter.

  • Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Survival of Indemnities All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. Sellers agree to indemnify ATOW and ATOW SUB, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

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