Indemnification and Survival of Representations and Warranties Sample Clauses

The "Indemnification and Survival of Representations and Warranties" clause establishes that one party will compensate the other for losses resulting from breaches of representations and warranties made in the agreement, and specifies that these obligations continue even after the contract ends. In practice, this means if a party's statements about their business or assets turn out to be false after closing, the other party can seek reimbursement for resulting damages, and the right to do so persists for a defined period post-closing. This clause is essential for allocating risk between parties and ensuring accountability for the accuracy of key information exchanged during the transaction.
Indemnification and Survival of Representations and Warranties. (a) Subsequent to the Closing Date, the Company shall indemnify and hold harmless Purchaser from and against any liability, loss or damage, together with all reasonable costs or expenses related thereto, including reasonable attorney's fees and expenses but excluding consequential, indirect or similar types of damage not the direct result of the harm suffered or incurred (collectively, "Losses"), actually suffered or incurred by Purchaser to the extent such Losses arise out of or result from the untruth and inaccuracy of any of the representations and warranties of the Company contained in Section 2.3, Section 2.4 or Section 22 2.8 hereof. (b) Subsequent to the Closing Date, Purchaser shall indemnify and hold harmless the Company from and against any Loss actually suffered or incurred by the Company and arising out of or resulting from the untruth and inaccuracy of any of the representations and warranties of Purchaser contained in Sections 3.1, 3.3, 3.6 or 3.7 hereof. (c) No person shall be liable for any claim for indemnification under this Section 11.4 unless written notice of a claim for indemnification is delivered by the person seeking indemnification (the "Indemnitee") to the person from whom indemnification is sought (the "Indemnitor") with respect to breaches of the representation and warranties before the expiration of the applicable survival period and within 30 days after the Indemnitee has received notice or knowledge of the matter giving rise to such claim for indemnification. All notices given pursuant to this subsection (c) shall set forth with reasonable specificity the basis for the claim for indemnification and the amount of Losses with respect to such claim. Failure of the Indemnitee to give notice within said 30-day period shall not be deemed a waiver of its rights under this Section 11.4 except to the extent such failure shall have actually prejudiced the Indemnitor or caused it to incur additional costs, expenses or liabilities. (d) Promptly, and in any event within 30 days, after the assertion by any third party of any claim, demand or notice (a "Third Party Claim") against an Indemnitee that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be entitled to indemnification hereunder, such Indemnitee shall notify the Indemnitor of such Third Party Claim in writing. By written notice (the "Defense Notice") to the Indemnitee within 30 days after receipt by the Indemnitor of notice of ...
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Indemnification and Survival of Representations and Warranties. 11.1 Indemnification by the Sullivans and the ▇▇▇▇▇▇▇▇ Trusts. The Sullivans and the ▇▇▇▇▇▇▇▇ Trusts shall, jointly and severally, defend, indemnify and hold harmless each of Perma- Fix, Chem-Con, and each of their officers, directors, employees, agents, representatives and Affiliates from and/or against any and all claims, judgments, demands, damages, penalties, fines, losses, orders (judicial or administrative), decrees, liabilities, obligations, costs, claims and expenses (including, without limitation, reasonable attorneys' fees and accountant fees) which any of Perma-Fix, Chem-Con and each of their officers, directors employees, agents, representatives and Affiliates incurs or suffers or may incur or suffer at any time as a result of or in connection with or arising out of (i) any representation or warranty made by any of Chem-Con, the Sullivans and/or the ▇▇▇▇▇▇▇▇ Trusts in this Agreement or any certificate or other document delivered to Perma-Fix pursuant to this Agreement that is false or misleading; (ii) any breach of or failure to perform any agreements, covenants, promises or obligations of Chem-Con, the Sullivans and/or ▇▇▇▇▇▇▇▇ Trusts contained in this Agreement; (iii) any liabilities, obligations or claims arising in any way from any and all federal or state income tax liability which Chem-Con, Chem-Met and/or Quanta may be liable to pay for any reason whatsoever for any and which have not been disclosed to Perma-Fix in writing on or prior to the date of this Agreement, all periods prior to the Closing Date; (iv) any and all other liabilities, obligations or claims incurred by Quanta prior to the Closing Date or arising in any way in connection with the business or operations of Quanta prior to the Closing Date prior to the date of this Agreement; (v) any liabilities, obligations or claims brought under CERCLA or RCRA or any analogous state statute for the release or threatened release of any hazardous substances (as defined in CERCLA) or hazardous waste (as defined in RCRA) in which the Sullivans or Chem-Con knew was pending or threatened against Chem-Con as of the date hereof or at the Closing Date but failed for any reason to disclose such in this Agreement or was, directly or indirectly, caused by or resulted from the knowing or willful violation by ▇▇▇▇▇▇▇▇ or Chem-Con on or prior to the Closing Date of CERCLA, RCRA or any analogous state statute; or (vi) any and all liabilities, obligations or claims arising in any way from any hazardou...
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Indemnification and Survival of Representations and Warranties. 46 11.1 Indemnification by the Sullivans and the ▇▇▇▇▇▇▇▇ Trusts. . . . . . . . . . . . . . . . . . . . . . . . 46 11.2 Indemnification as to Four County Landfill. . . . . . 47 11.3
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Indemnification and Survival of Representations and Warranties. 51 11.1 Indemnification by the Sullivans and the Sullivan Trusts . . . . . . . . . . . . . . . . . . . . .51 11.2
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Indemnification and Survival of Representations and Warranties. The Definitive Agreement will provide for indemnification of Buyer by Seller for breaches of certain representation and warranties, and for such length of time, as may be mutually agreed by the Parties. All indemnification obligations of either Party in the Definitive Agreement will be subject to [[a [basket]/[deductible] of $[__]] and will be capped at [__]% of the Purchase Price]] [mutually acceptable baskets and caps] [and supported by a reasonable holdback or escrow mechanism], and such indemnities would be expected to survive for a mutually agreed period of time after the Closing. The following paragraphs (collectively, the “Binding Provisions”) are the legally binding and enforceable agreements of the Parties.
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Indemnification and Survival of Representations and Warranties 
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Related to Indemnification and Survival of Representations and Warranties

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.