Survival of Warranties and Indemnification Sample Clauses

Survival of Warranties and Indemnification. All the warranties and representations given by Cargill in Section 7.1 herein or elsewhere in this Agreement, all of which are relied upon by the TAI, shall survive the Effective Date hereof. Cargill agrees to indemnify and hold AI harmless from and against any loss, damage, claim, liability, cost, expense or penalty (including reasonable attorneys’ fees) which TAI may incur or sustain after the Effective Date resulting from or arising out of any breach of any of said representations and warranties.
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Survival of Warranties and Indemnification. 30 11.1 Survival............................................................................. 30 11.2 Indemnification by the Seller........................................................ 31 11.3 Limits on the Seller's Indemnification Obligation.................................... 31 11.4
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Survival of Warranties and Indemnification. All the warranties and representations given by Landlord in this Agreement, all of which are relied upon by Tenant, shall survive the Commencement Date. Landlord agrees to defend, indemnify and hold harmless Tenant from and against any loss, damage, claim, liability, cost or expense (including reasonable attorneys’ fees) which Tenant may incur or sustain after the Commencement Date, resulting from or arising out of any breach of any of said representations and warranties by Landlord.
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Survival of Warranties and Indemnification. 8.1 Survival of Warranties. All representations and warranties made by Seller or Purchaser herein, or in any certificate, schedule or exhibit delivered pursuant hereto, shall survive the Closing for a period of one (1) year after the Closing.
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Survival of Warranties and Indemnification. 8.1 Survival and Extent of Representations, Warranties, Indemnifications, and Covenants. All representations, warranties, indemnifications and covenants contained in this Agreement shall survive the Closing hereunder and shall continue in full force and effect thereafter for a period of two (2) years from the date of Closing except (i) with respect to claims as to which notice has been given within such period, in which case the indemnification period shall be extended until final resolution of such claim; and (ii) with respect to any cost, liability, obligation or duty of Sellers or Shareholders not expressly assumed by Buyer (including, but not limited to, any employee benefit related cost, liability, obligation or duty of Sellers or Shareholders), which shall be without limitation.
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Survival of Warranties and Indemnification. 6.1 All representations and warranties contained in this Agreement, and the indemnification obligations contained herein, will survive the Closing until the first (1st) anniversary of the Closing except that the obligation of the indemnifying party with respect to any claim, demand, action or proceeding for which indemnification notice has been given during such one-year period will survive until the indemnity obligation is satisfied. Notwithstanding the foregoing, covenants which continue after the Closing will survive for a period ending one year after such covenants are required to be satisfied hereunder and the indemnification provided for in Sections 6.2(c) and 6.3(b) shall survive the Closing indefinitely.
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Survival of Warranties and Indemnification. 10.1 SURVIVAL AND EXTENT OF REPRESENTATIONS, WARRANTIES INDEMNIFICATIONS, AND COVENANTS. All representations, warranties, indemnifications and covenants contained in this Agreement or in any Closing Certificate of Seller and Shareholder shall survive the Closing hereunder and shall continue in full force and effect thereafter for a period of three (3) years from the Closing.
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Survival of Warranties and Indemnification 
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Related to Survival of Warranties and Indemnification

  • NEGATION OF WARRANTIES AND INDEMNIFICATION 12.01 PHS offers no warranties other than those specified in Article 1.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

  • Survival of Warranties and Agreements All representations and warranties made herein and all obligations of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the Loans, the issuance and discharge of Letters of Credit hereunder and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event and shall expressly cover time periods when the Administrative Agent, any of the other Agents or any of the other Lenders may have come into possession or control of any Property of the Borrower or any of its Subsidiaries.

  • Survival of Representations Warranties and Covenants Indemnification 15.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except as otherwise specifically provided in this Agreement, shall thereafter terminate and expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 4.2 (fourth and fifth sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d), 6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv), 6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements made by each party in this Agreement and the other Transaction Documents will survive the Closing without limitation (except pursuant to their terms). Any representation, warranty or covenant that is the subject of a claim or dispute asserted in writing prior to the expiration of the applicable of the above-stated periods shall survive with respect to such claim or dispute until the final resolution thereof.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

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