Common use of Survival of Representations and Indemnity Clause in Contracts

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date. 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.

Appears in 7 contracts

Sources: Subscription Agreement (Cytonics Corp), Subscription Agreement (Cytonics Corp), Subscription Agreement (Rad Technologies Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination DateDate 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 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 and/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.

Appears in 6 contracts

Sources: Subscription Agreement (Public Luxury Handbag Portfolio LLC), Subscription Agreement (Public Shrek Royalties LLC), Subscription Agreement (Public 1997 Michael Jordan PMG LLC)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination DateDate 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.

Appears in 4 contracts

Sources: Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date. 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.

Appears in 3 contracts

Sources: Subscription Agreement (Madre Tierra Mining Ltd.), Subscription Agreement (Audition Showdown Inc.), Subscription Agreement (Knightscope, Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination DateDate 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 action based on or arising from any false representation or warranty or any breach of or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein herein, in the Stockholders’ Agreement or in any other document furnished by the Subscriber pursuant to any of the foregoing in connection with this transaction.

Appears in 3 contracts

Sources: Convertible Note Subscription Agreement, Subscription Agreement (Quadrant Biosciences Inc), Subscription Agreement (Quadrant Biosciences Inc)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date. The Subscriber agrees to indemnify and hold harmless the Company and its their 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.

Appears in 3 contracts

Sources: Subscription Agreement (ERC Communities 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (Balanced Pharma Inc)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors 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.

Appears in 3 contracts

Sources: Subscription Agreement (Item 9 Labs Corp.), Subscription Agreement (Fearless Films, Inc.), Subscription Agreement (MAGELLAN GOLD Corp)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber and rights and agreements set forth in Sections 6, 7 and 8 herein shall survive the Termination Date. The Subscriber agrees to indemnify and hold harmless the Company Company, the Selling Stockholders and its their respective officers, directors and affiliates, and each other person, if any, who controls the Company or any Selling Stockholder 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.

Appears in 3 contracts

Sources: Subscription Agreement (LiquidPiston, Inc.), Subscription Agreement (LiquidPiston, Inc.), Subscription Agreement (LiquidPiston, Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination DateDate 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 or 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.

Appears in 2 contracts

Sources: Subscription Agreement (Oncolyze, Inc.), Subscription Agreement (Oncolyze, Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date. 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.

Appears in 2 contracts

Sources: Subscription Agreement, Subscription Agreement (RYSE Inc.)

Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination DateDate 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 breach of 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.

Appears in 1 contract

Sources: Subscription Agreement (Planet Wealth, Inc.)