Survival of Representations Indemnification Clause Samples

Survival of Representations Indemnification. 30 7.1 Survival of Representations.............................................................................30 7.2 Agreement to Indemnify..................................................................................31

Survival of Representations Indemnification. The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. Sellers agree to indemnify ATOW and ATOW SUB, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and ATOW SUB shall have the right to recoup any amount paid to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as a result of a non-assumed claim or liability.

Survival of Representations Indemnification. The warranties, representations and covenants of the Company and the Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investors or the Company.

Survival of Representations Indemnification. (a) Seller hereby agrees to indemnify and hold harmless the Buyer from and against any and all damages, claims, losses, or expenses (including reasonable attorneys' fees and expenses) (“Damages”) actually suffered or paid by Buyer as a result of the breach of any material representation or warranty made by such Seller in this Agreement, though in no event in an amount exceeding the Purchase Price. To the extent that Seller's undertakings set forth in this Section 4(a) may be unenforceable, Seller shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder. (b) Buyer hereby agrees to indemnify and hold harmless Seller against Damages actually suffered or paid by Seller as a result of the breach of any representation or warranty made by the Buyer in this Agreement. To the extent that the Buyer's undertakings set forth in this Section 4 (b) may be unenforceable, the Buyer shall contribute the maximum amount that he is permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder. (c) Any party seeking indemnification under this Article 4 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Article IV with respect to Damages arising from any claims of any third party that are subject to the indemnification provided for in this Article IV (collectively, “Third-Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of any Third-Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third-Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any o...

Survival of Representations Indemnification. (a) shall be amended to add the following clause at the end of the sentence comprising Section 8(a) of the Charter, to read as follows: "; provided, however, that Owner shall be responsible for any breach of the representations and warranties of Owner under Section 6(a) of the Charter only to the extent that such breach was not known to Charterer on the Closing Date. Breaches of representations and warranties that were known to Charterer on or before the Closing Date are waived and released to the fullest extent of the law."

Survival of Representations Indemnification. 25 7.1. SURVIVAL OF REPRESENTATIONS..........................................25 7.2. INDEMNIFICATION BY SELLER AND ▇▇. ▇▇▇▇▇▇.............................25 7.3.

Survival of Representations Indemnification. Buyer acknowledges that the representations, warranties and agreements made by Buyer herein shall survive the execution and delivery of this Stock Purchase Agreement and the purchase of the Shares. Buyer acknowledges that Buyer understands the meaning and legal consequences of the representations and warranties contained in Section 2 hereof, and hereby indemnifies and holds harmless the Seller, the Company, their respective agents, employees and affiliates, from and against any and all losses, claims, damages or liabilities due to or arising out of a breach of any representation or warranty of the Buyer contained in this Agreement.

Survival of Representations Indemnification. Section 9.1 Survival.

Survival of Representations Indemnification. Shareholders' Indemnity 45 Section 10.2 Purchaser's Indemnity 46 Section 10.3 Indemnification Procedure 47 Section 10.4 Survival 48 Section 10.5 Maximum Indemnification 49