Survival of Warranties and Indemnification Sample Clauses
The "Survival of Warranties and Indemnification" clause ensures that certain promises (warranties) and obligations to compensate for losses (indemnification) remain in effect even after the contract ends or is terminated. In practice, this means that if a party made a warranty or agreed to indemnify the other party, those commitments can still be enforced after the contractual relationship has concluded, often for a specified period or until any related claims are resolved. This clause is essential for protecting parties from post-termination issues, such as undiscovered breaches or third-party claims, by extending key protections beyond the contract's expiration.
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Survival of Warranties and Indemnification. All the warranties and representations given by Cargill in Section 7.1 herein or elsewhere in this Agreement, all of which are relied upon by the TAI, shall survive the Effective Date hereof. Cargill agrees to indemnify and hold AI harmless from and against any loss, damage, claim, liability, cost, expense or penalty (including reasonable attorneys’ fees) which TAI may incur or sustain after the Effective Date resulting from or arising out of any breach of any of said representations and warranties.
Survival of Warranties and Indemnification. 30 11.1 Survival............................................................................. 30 11.2 Indemnification by the Seller........................................................ 31 11.3 Limits on the Seller's Indemnification Obligation.................................... 31 11.4
Survival of Warranties and Indemnification. All the warranties and representations given by Tenant in this Agreement, all of which are relied upon by Landlord, shall survive the Commencement Date. Tenant agrees to defend, indemnify and hold harmless Landlord from and against any loss, damage, claim, liability, cost or expense (including reasonable attorneys’ fees and costs of defense) which Landlord may incur or sustain after the Commencement Date, resulting from or arising out of any breach of any of said representations and warranties by Tenant.
Survival of Warranties and Indemnification. Survival of Warranties. All representations and warranties made by Seller or Purchaser herein, or in any certificate, schedule or exhibit delivered pursuant hereto, shall survive the Closing for a period of one (1) year after the Closing.
Survival of Warranties and Indemnification. Nature and Survival of Representations and Warranties
8.01. All statements of fact contained in this Agreement, or in any memorandum, certificate, letter, document or other instrument delivered by or on behalf of Purchaser, GAP or the Shareholders pursuant to this Agreement shall be deemed representations and warranties made by any such party, respectively, to each other party under this Agreement. The covenants, representations and warranties of Purchaser and Shareholders shall survive the Closing Date, and all inspections, examinations or audits on behalf of the parties and the Shareholders for a period of one (1) year following the Closing Date.
Survival of Warranties and Indemnification. 6.1 All representations and warranties contained in this Agreement, and the indemnification obligations contained herein, will survive the Closing until the first (1st) anniversary of the Closing except that the obligation of the indemnifying party with respect to any claim, demand, action or proceeding for which indemnification notice has been given during such one-year period will survive until the indemnity obligation is satisfied. Notwithstanding the foregoing, covenants which continue after the Closing will survive for a period ending one year after such covenants are required to be satisfied hereunder and the indemnification provided for in Sections 6.2(c) and 6.3(b) shall survive the Closing indefinitely.
6.2 CLKS hereby indemnifies and holds NIIT, and its affiliates, directors, officers, employees and agents, harmless from and against all claims, liabilities, lawsuits, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and expenses incurred in litigation or otherwise) arising out of and sustained by any of them due to or relating to (a) any misrepresentation or breach of any representation or warranty, or breach, nonfulfillment of, or failure to perform, any covenant, obligation or agreement of CLKS contained in this Agreement; or (b) any of the Excluded Liabilities; or (c) the acts or omissions of CLKS in the operation of the business prior to Closing.
6.3 NIIT hereby indemnifies and holds CLKS and CLKS's affiliates, directors, officers, employees and agents harmless from and against all claims, liabilities, lawsuits, costs, damages or expenses (including without limitation reasonable attorneys fees and expenses incurred in litigation or otherwise) arising out of and sustained by any of them due to or relating to any misrepresentation or breach of any representation or warranty, or breach, nonfulfillment of, or failure to perform any covenant, obligation or agreement of NIIT contained in this Agreement; or (b) the acts or omissions of NIIT in the operation of the business after Closing.
6.4 If one party (the "Indemnitee") receives any notice of a claim or other allegation with respect to which the other party (the "Indemnitor") has an obligation of indemnity hereunder, then the Indemnitee will, within 15 days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make an...
Survival of Warranties and Indemnification. 8.1 Survival and Extent of Representations, Warranties, Indemnifications, and Covenants. All representations, warranties, indemnifications and covenants contained in this Agreement shall survive the Closing hereunder and shall continue in full force and effect thereafter for a period of two (2) years from the date of Closing except (i) with respect to claims as to which notice has been given within such period, in which case the indemnification period shall be extended until final resolution of such claim; and (ii) with respect to any cost, liability, obligation or duty of Sellers or Shareholders not expressly assumed by Buyer (including, but not limited to, any employee benefit related cost, liability, obligation or duty of Sellers or Shareholders), which shall be without limitation.
Survival of Warranties and Indemnification. 10.1 SURVIVAL AND EXTENT OF REPRESENTATIONS, WARRANTIES INDEMNIFICATIONS, AND COVENANTS. All representations, warranties, indemnifications and covenants contained in this Agreement or in any Closing Certificate of Seller and Shareholder shall survive the Closing hereunder and shall continue in full force and effect thereafter for a period of three (3) years from the Closing.
Survival of Warranties and Indemnification