Survival Indemnification and Release Sample Clauses

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Survival Indemnification and Release. 42 Section 7.1 Survival ................................................................................................42 Section 7.2 Indemnification by Seller .....................................................................43 Section 7.3
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Survival Indemnification and Release. Section 7.1 Survival. Other than Section 3.1 (Organization and Existence), Section 3.2 (Authorization), Section 3.4(i) (Noncontravention) and Section 3.19 (Brokers), which shall survive indefinitely, and Section 3.5(a) (Title) and Section 3.13 (Environmental Matters), which shall survive until the third anniversary of the Closing Date, the representations and warranties of Seller and Buyer set forth in this Agreement shall survive the Closing until the 18-month anniversary of the Closing Date. The covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which by their nature are to be performed after Closing) shall survive the Closing until the 18-month anniversary of the Closing Date. The covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing shall survive in accordance with their terms or, if they have no terms, shall survive indefinitely. No claim for indemnification under Sections 7.2 or 7.3 for breach of any representation, warranty, covenant or agreement may be made after the expiration of the applicable survival period under this Section 7.1; provided that if a written claim or written notice is duly given in good faith under this Article VII with respect to any claim for indemnification for breach of any such representation, warranty, covenant or agreement prior to the expiration of the applicable survival period set forth in Section 7.1, the claim with respect to such alleged breach of such representation, warranty, covenant or agreement shall continue indefinitely until such Claim is finally resolved pursuant to this Article VII.
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Survival Indemnification and Release. 1Survival . Except as expressly set forth in this Section 15.1, all representations, warranties, covenants, liabilities and obligations as they relate to each such Property contained in this Agreement or any Seller Document shall be deemed (i) if the Closing occurs, to survive Closing for a period of one (1) year after the Closing Date of each such Property, or (ii) if this Agreement is terminated, not to survive such termination.
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Survival Indemnification and Release 
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Related to Survival Indemnification and Release

  • Indemnification and Release Consultant hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant and the injury or death of any person employed by Consultant. Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the Consultant, its employees, agents, or subconsultants, or others for whom the Consultant is legally liable, in the performance of Services under this Contract. The Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Indemnification; Release U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

  • LEGAL INDEMNIFICATION 28.01 Subject to the other provisions of this Article and in accordance with the Police Services Act, a member charged with and finally acquitted of a criminal or statutory offence, because of acts done in the attempted performance in good faith of the members duties as a police officer, shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such charge. 28.02 Notwithstanding Clause 28.01, the Board may authorize payment necessary and reasonable legal costs of a member pleading or being found guilty of an offence described in Clause 28.01, where the court, instead of convicting the accused, grants the member an absolute discharge, provided that the Board accepts the recommendation of the Chief of Police, or an officer designated by the Chief of Police to make such a recommendation, that the member's actions as a police officer in the course of performing police duties were motivated by an intent to do lawful duty, that such actions do not constitute any of the actions described in Clause 28.03 hereof, and that such indemnification will not in the opinion of the Board reduce respect for law enforcement in Halton Region. 28.03 Notwithstanding clause 28.01, the Board may refuse payment otherwise authorized under clause 28.01 where the actions of the officer from which the charges arose amounted to a gross dereliction of duty or deliberate abuse of the member's powers as a police officer. 28.04 Where a member is a defendant in a civil action for the damages because of acts done in the attempted performance in good faith of the member's duties as a police officer the member shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such an action in the following circumstances only: (a) Where the Chief of Police is not joined in the action as a party and the Chief of Police does not defend the action on behalf of the Chief and of the member as joint tortfeasers at the Board's sole expense. (b) Where the Chief of Police is joined as a party or elects to defend the action, but the solicitor retained on behalf of the Chief of Police and the member is of the view that it would be improper for the solicitor to act for both the Chief of Police and the member in that action. 28.05 A member whose conduct is called into question in the course of an inquiry under the Coroners Act because of acts done in the attempted performance in good faith of the member's duties as a police officer shall be indemnified for the necessary and reasonable legal costs incurred in representing the member's interests in any such inquest in the following circumstances only: (a) Where the Chief of Police and/or the Board does not provide counsel to represent the member at the inquest at the Board's expense; OR: (b) Where the counsel provided by the Chief of Police or the Board to represent either or both of them along with the member is of the opinion that it would be improper for the counsel to act for both the Chief of Police or the Board and the member in that action. 28.06 A member who is subject to a complaint pursuant to Part V of the Police Services Act because of acts done in the attempted performance in good faith of the member's duties as a police officer may be indemnified for the necessary and reasonable legal costs incurred in respect of that hearing only where the Chief of Police has decided to hold a hearing into the matter pursuant to section 64(7) of the Police Services Act or the Ontario Civilian Commission on Police Services holds an oral hearing pursuant to section 70 of the Police Services Act and the officer is found not guilty of misconduct or unsatisfactory work performance under the Act. 28.07 Where a member intends to apply to the Board for indemnification hereunder, the member shall, within thirty days of being charged or receiving notice of other legal proceedings covered herein, or receiving notice that the member will not be represented by counsel retained by the Chief of Police and/or the Board, apply in writing to the Chief of Police or to the Officer designated by the Chief of Police to deal with such applications for approval to retain counsel and approval of the counsel to be so retained. In the event of any dispute concerning the counsel to be retained, the matter shall be resolved by an officer designated by the Chief of Police and a member of the Association Executive designated for that purpose. 28.08 Where the Chief of Police, pursuant to Board policy, elects to provide legal counsel to defend a member in any legal proceeding covered by this provision, the cost of such counsel is the Board's responsibility irrespective of the outcome of the proceedings and neither the member nor the Board may rely upon the other provisions of this policy. 28.09 For greater certainty, members shall not be indemnified for legal costs arising from: (a) grievances or complaints under the collective agreement between the Board and the Association or under the Police Services Act; and (b) the actions or omissions of members acting in their capacity as private citizens. 28.10 For the purposes of this provision, a member shall not be deemed to be "finally acquitted" if as a result of charges laid the member is subsequently found guilty or, or pleads guilty to, other charges arising out of the same incident or incidents, but nothing in this clause will disentitle the member to consideration under clause 28.02 hereof. 28.11 For the purposes of this provision, "necessary and reasonable legal costs" shall be based on the account rendered by the solicitor performing the work, subject initially to the approval of the Board’s Solicitor and, in the case of dispute between the solicitor doing the work and the Board’s Solicitor, Assessment on a solicitor and client basis by the Assessment Officer. (a) Subject to the other provisions in this Article, when an investigation is commenced pursuant to Part VII of the Police Services Act by the Special Investigations Unit ("SIU"), and it appears to the Chief of Police that a member requires the assistance of legal counsel to respond to inquiries from SIU Investigators, the Chief of Police may grant the member permission to retain legal counsel to provide the member with legal advice and representation at the expense of the Board on such terms as the Chief of Police deems appropriate. (b) Where the Chief of Police grants a member permission to retain legal counsel under the circumstances set out in Article 28.12 (a), the member shall be indemnified by the Board for all necessary and reasonable legal costs incurred until the completion of the SIU investigation, or the member is charged with a criminal or statutory offence, at which time Article 28.01 of this Agreement shall apply. (c) As soon as is practical, the Chief of Police shall bring his actions under this Article to the attention of the Board for its information.

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.