Common use of Survival of Representations and Warranties of Purchaser Clause in Contracts

Survival of Representations and Warranties of Purchaser. All representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Seller and Shareholder and shall survive the Closing hereunder for a period of thirty-six (36) months and shall not merge in the performance of any obligation by any party hereto. Purchaser agrees to and shall indemnify and hold harmless Seller and Shareholder at all times after the date of this Agreement from and against and in respect of, any liability, claim, deficiency, loss, damage or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) suffered or incurred by Seller or Shareholder arising from (i) any misrepresentation, or breach of any covenant or warranty of Purchaser contained in this Agreement or any certificate or other instrument furnished or to be furnished by Purchaser hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach, (ii) Purchaser's use of the name "U.S. HealthWorks" or any derivative thereof, whether or not in compliance with Section 2.1.4, or (iii) any nonfulfillment of any agreement on the part of Purchaser under this Agreement or from any misrepresentation in or omission from, any certificate or other instrument furnished or to be furnished to Seller or Shareholder hereunder.

Survival of Representations and Warranties of Purchaser. All representations, warranties, agreements, covenants and obligations made or undertaken by Purchaser in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Seller and Shareholder and shall survive the Closing hereunder for a period of thirty-six twelve (3612) months and shall not merge in the performance of any obligation by any party hereto. Purchaser agrees to and shall indemnify and hold harmless Seller and Shareholder at all times after the date of this Agreement from and against and in respect of, any liability, claim, deficiency, loss, damage or injury and all reasonable costs and expenses (including reasonable counsel fees and costs of any suit related thereto) suffered or incurred by Seller or Shareholder arising from (i) any misrepresentation, or breach of any covenant or warranty of Purchaser contained in this Agreement or any certificate or other instrument furnished or to be furnished by Purchaser hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach, or (ii) Purchaser's use of the name "U.S. HealthWorks" or any derivative thereof, whether or not in compliance with Section 2.1.4, or (iii) any nonfulfillment of any agreement on the part of Purchaser under this Agreement or from any misrepresentation in or omission from, any certificate or other instrument furnished or to be furnished to Seller or Shareholder hereunder.