Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.
Survival of Representations and Warranties; Indemnity. All representations and warranties contained herein or in any Attachments hereto made by the Subscriber shall survive indefinitely following the execution and delivery of this Subscription Agreement, and the issue and sale of Shares. The Subscriber shall and hereby does agree to indemnify and hold the Company, the Adviser and their respective controlling persons, officers, directors, members, partners, employees, and affiliates, free and harmless from and in respect of any and all claims, actions, demands, causes of action, liabilities, losses and expenses whatsoever (including, without limitation, attorneys’ fees) arising from the breach or alleged breach of any of the representations, warranties or covenants made by or on behalf of Subscriber in this Subscription Agreement or in any Attachments hereto, or in the Governing Documents. Any claims for indemnity may be offset against subsequent distributions subject to applicable law.
Survival of Representations and Warranties; Indemnity. Only the representations and warranties of the Seller hereto contained in Section 4.4 hereto (with respect to title) shall survive the Closing and the consummation of the transactions contemplated hereby. No party hereto shall have any monetary or other liability or obligation to any other party hereto for breach of any of such first party's representations or warranties contained herein or in any certificate or other document delivered pursuant hereto and the sole consequence of any such breach shall be limited to the failure to satisfy a condition to the Closing pursuant to Article 6 or 7 and the termination right provided in Section 10, in each case to the extent applicable according to such Section's express terms. With respect to a breach of its representations and warranties contained in Section 4.4 hereto, the Seller hereby covenants and agrees with the Purchaser that it shall indemnify the Purchaser and its directors, officers, shareholders and Affiliates, and each of their successors and assigns and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them arising out of any material breach of, or any material inaccuracy in, such representations and warranties.
Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by or on behalf of the Company in connection with the transactions contemplated by this Subscription Agreement shall survive the execution and delivery of this Subscription Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Units. Unless the Company agrees otherwise in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company, the Adviser, the Administrator, their affiliates and their respective directors, officers, employees, representatives and agents (together, the “Indemnified Parties” and each, an “Indemnified Party”) from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Subscription Agreement, except in the case of gross negligence, willful misconduct or fraud by such Indemnified Parties.
Survival of Representations and Warranties; Indemnity. The representations and warranties of the parties contained in Articles II and III of this Agreement shall survive the Closing Date for a period of one year following the Closing Date and may form the basis for any action by or on behalf of either party or any third party for breach, misrepresentation or indemnity for a period of one year after the Closing Date. For any claim or cause of action of whatever nature that is brought, made or threatened within one year after the Closing Date and that arises out of or relates to or results from or is attributable to a material breach of Gold Energy’s representations or warranties made to US BioEnergy hereunder, the members of Gold Energy’s Board of Governors who join in the execution of this Agreement shall jointly and severally indemnify, defend and hold US BioEnergy and Gold Energy harmless against all losses, damages, liabilities, obligations, and expenses incurred by or asserted against US BioEnergy or Gold Energy in connection with any such claims or proceeding and the defense thereof, which either individually or in the aggregate exceeds or has exceeded $100,000, provided that, except in cases of fraud or intentional misconduct, the sole remedy against such members of the Board shall be to foreclose on a pledge of the shares of Class A common stock such member received in the Transaction and Merger (or the US BioEnergy shares received by an affiliate of such member) in respect of such member’s Gold Energy Class A membership units. For clarity, the parties agree that no shares of Class A common stock received in respect of the Class B membership units of Gold Energy shall be subject to the foregoing indemnity or any pledge by reason of this Section 8.07. Each of the undersigned members of the Board, by joining in the execution of this Agreement, agrees to such indemnification and further agrees to execute such pledge agreements and other instruments or documents (or cause their affiliates to execute) as may be reasonably necessary to effect the foregoing.
Survival of Representations and Warranties; Indemnity. The Company's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by the Company Schedules) shall survive the Merger and continue until the earlier of one year or the first release of audited financial statements containing the combined results of Parent and the Company (the "EXPIRATION DATE"); provided, however, that the Company's representations and warranties relating or pertaining to (i) Section 2.2, (ii) any federal or state income tax or Returns related to such federal or state income tax set forth in Section 2.8 hereof or (iii) Section 2.11 (collectively, the "SPECIFIC REPRESENTATIONS") shall not terminate until 5 p.m., California time, on the first anniversary of the Closing Date (the "FINAL EXPIRATION DATE"). The stockholders of the Company (the "PRINCIPAL SHAREHOLDERS") shall indemnify Parent and its affiliates for any Loss (as defined in Section 7.2 below) incurred by Parent, its officers, directors or affiliates (including the Surviving Corporation) directly or indirectly as a result of an inaccuracy or breach of the representations and warranties of the Company contained in the Specific Representations; provided, however, that the maximum indemnity shall, in the case of Section 2.2, be equal to the Aggregate Parent Share Number issuable to the stockholders of the Company in the Merger, and shall, in the case of the above-referenced portions of Section 2.8 and the entirety of Section 2.11, be equal to 10% of the Aggregate Parent Share Number issuable to the stockholders of the Company in the Merger (the "PARENT INDEMNIFICATION"). If payment is made for indemnification in cash instead of in shares, the value of the Aggregate Parent Share Number shall be calculated using the average closing sale price for the ten (10) most recent trading days ending on the Closing Date. Neither Parent, nor its officers, directors or affiliates (including the Surviving Corporation) shall be entitled to any claim against the Escrow Fund, the Specific Representations or otherwise with respect to any matter for which Parent was entitled to a Purchase Price Reduction in accordance with Section 1.6(g)(iii). Delivery of indemnification amounts shall be pro rata from the stockholders. Provided that D2 does not refuse to provide the D2 Agreement, Parent shall not be entitled to any recourse against the Company, or its shareholders, optionholders, affiliates, directors, officers, employees or agents, ...
Survival of Representations and Warranties; Indemnity. 9.1 All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities.
Survival of Representations and Warranties; Indemnity. All representations and warranties contained herein or in any Attachments hereto made by the Subscriber shall survive indefinitely following the execution and delivery of this Subscription Agreement, and the issue and sale of Shares. The Subscriber and its fiduciaries, if any, shall and hereby do agree to indemnify and hold each the Company, the Advisor, the Administrator and their respective controlling persons, officers, directors, members, partners, shareholders, employees, affiliates and each other person, if any, who controls or is controlled by any of the foregoing, within the meaning of Section 15 of the Securities Act, free and harmless from and in respect of any and all claims, actions, demands, causes of action, liabilities, losses and expenses whatsoever (including, but not limited to, legal fees and disbursements and any and all other expenses whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, arbitration proceeding, or other action or proceeding, commenced or threatened, or any claim whatsoever) arising from the breach or alleged breach of any of the representations, warranties or covenants made in this Subscription Agreement or in any Attachment hereto or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction, or any action for securities law violation instituted by the Subscriber which is finally resolved by judgment against the Subscriber. FOR ALL SUBSCRIBERS
Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by Investor, or by or on behalf of Issuer in connection with the transactions contemplated by this Agreement, shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Issuer or Investor, the issue and sale of the Purchased Stock. Investor shall and hereby does indemnify and hold harmless Issuer from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of any breach of any representation, warranty or covenant made by Investor in this Agreement.
Survival of Representations and Warranties; Indemnity. All representations, warranties and covenants contained herein or made in writing by the Purchaser, or by or on behalf of the Partnership or the General Partner in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Partnership, the General Partner or the Purchaser, and the issue and sale of Interests. Unless the General Partner otherwise agrees in writing, the Purchaser shall and hereby does indemnify and hold harmless the Partnership and the General Partner from and against any and all losses, expenses, liabilities and other Claims and Damages relating to or arising out of any breach of any representation, warranty or covenant made by the Purchaser in this Agreement.
