Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1784 contracts
Sources: Securities Purchase Agreement (Laser Photonics Corp), Securities Purchase Agreement (Clean Energy Technologies, Inc.), Securities Purchase Agreement (Nature's Miracle Holding Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 254 contracts
Sources: Securities Purchase Agreement (NextTrip, Inc.), Securities Purchase Agreement (brooqLy, Inc.), Securities Purchase Agreement (NextTrip, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 215 contracts
Sources: Securities Purchase Agreement (PMGC Holdings Inc.), Securities Purchase Agreement (Algorhythm Holdings, Inc.), Securities Purchase Agreement (Arrive AI Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 132 contracts
Sources: Convertible Promissory Note Agreement (Byzen Digital, Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (Kannalife Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 104 contracts
Sources: Securities Purchase Agreement (Resonate Blends, Inc.), Securities Purchase Agreement (Resonate Blends, Inc.), Securities Purchase Agreement (Resonate Blends, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 86 contracts
Sources: Securities Purchase Agreement (Odyssey Health, Inc.), Securities Purchase Agreement (Edgemode, Inc.), Purchase Agreement (Specificity, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 75 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement (Ab International Group Corp.), Securities Purchase Agreement (Ab International Group Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Purchaser of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 52 contracts
Sources: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Digital Development Partners, Inc.), Securities Purchase Agreement (Renavotio, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 40 contracts
Sources: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Carolco Pictures, Inc.), Securities Purchase Agreement (Arkados Group, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 39 contracts
Sources: Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.), Securities Purchase Agreement (Propanc Biopharma, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerLender. The Company agrees to indemnify and hold harmless the Buyer Lender and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 27 contracts
Sources: Securities Purchase Agreement (VisionWave Holdings, Inc.), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Nuburu, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 21 contracts
Sources: Convertible Note Purchase Agreement (MicroCloud Hologram Inc.), Convertible Note Purchase Agreement (MicroCloud Hologram Inc.), Convertible Note Purchase Agreement (WiMi Hologram Cloud Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 15 contracts
Sources: Note Purchase Agreement (C2 Blockchain, Inc.), Note Purchase Agreement (Sigyn Therapeutics, Inc.), Note Purchase Agreement (Qrons Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 15 contracts
Sources: Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.)
Survival. The representations and warranties of the Company and the Buyer, and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Each of the Company and the Buyer agrees to indemnify and hold harmless the Buyer other party and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 10 contracts
Sources: Securities Purchase Agreement (BOQI International Medical, Inc.), Securities Purchase Agreement (BOQI International Medical, Inc.), Securities Purchase Agreement (BOQI International Medical, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 9 contracts
Sources: Securities Purchase Agreement (Seto Holdings Inc), Securities Purchase Agreement (Exousia Pro, Inc.), Securities Purchase Agreement (New Generation Consumer Group, Inc.)
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 8 contracts
Sources: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Sphere 3D Corp), Securities Purchase Agreement (Predictive Oncology Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this AgreementAgreement , including advancement of expenses as they are incurred.
Appears in 6 contracts
Sources: Promissory Note Purchase Agreement (Ando Holdings Ltd.), Promissory Note Purchase Agreement (Ando Holdings Ltd.), Promissory Note Purchase Agreement (Ando Holdings Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and or covenants set forth in this Agreement or any of its covenants and or obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Black Cactus Global, Inc.), Securities Purchase Agreement (Biolargo, Inc.), Securities Purchase Agreement (Hemp Naturals, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Mphase Technologies Inc), Securities Purchase Agreement (Cannabis Global, Inc.), Securities Purchase Agreement (HealthLynked Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestors. The Company agrees to indemnify and hold harmless the Buyer Investors and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Meiwu Technology Co LTD), Securities Purchase Agreement (Aptorum Group LTD)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the Buyer Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Sources: Securities Purchase Agreement (AnPac Bio-Medical Science Co., Ltd.), Securities Purchase Agreement (SIMPLICITY ESPORTS & GAMING Co), Securities Purchase Agreement (Edison Nation, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreementin the Note, including advancement of expenses as they are incurred.
Appears in 5 contracts
Sources: Note Purchase Agreement (Liberated Solutions, Inc.), Note Purchase Agreement (Liberated Solutions, Inc.), Note Purchase Agreement (Liberated Solutions, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 5 contracts
Sources: Securities Purchase Agreement (MMTec, Inc.), Securities Purchase Agreement (MMTec, Inc.), Securities Purchase Agreement (Sino-Global Shipping America, Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Myecheck, Inc.), Securities Purchase Agreement (Myecheck, Inc.), Securities Purchase Agreement (Myecheck, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The For so long as any Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosings hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Astro Aerospace Ltd.), Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Predictive Oncology Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees employee s and agents for loss or damage dam age arising as a result of or related to any breach or alleged breach by the Company of any of its representationsrepresentation s, warranties wa1i-anties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Sources: Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (IDS Industries, Inc.), Securities Purchase Agreement (IDS Industries, Inc.)
Survival. The representations and warranties of the Company each party and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor or Company, as applicable. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Sources: Note Purchase Agreement (Vapor Hub International Inc.), Note Purchase Agreement (Vapor Hub International Inc.), Securities Purchase Agreement (Vapor Hub International Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder here notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Aja Cannafacturing, Inc.), Securities Purchase Agreement (Aja Cannafacturing, Inc.), Securities Purchase Agreement (IDS Industries, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the any Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Sources: Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchasers and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Happiness Development Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD), Securities Purchase Agreement (Happiness Biotech Group LTD)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties warranties, and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Digerati Technologies, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result because of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Micropolis Holding Co), Securities Purchase Agreement (NetClass Technology Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cabinet Grow, Inc.), Securities Purchase Agreement (Cabinet Grow, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all of their officers, directors, employees employees, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (nDivision Inc.), Securities Purchase Agreement (nDivision Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth Purchasers contained in or made pursuant to this Agreement shall not survive the closing hereunder notwithstanding any due diligence investigation conducted by Closing or on behalf termination of the Buyerthis Agreement. The Company agrees to indemnify and hold harmless the Buyer each Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Notes Purchase Agreement, Notes Purchase Agreement (Eastman Kodak Co)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their it’s officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp), Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Tixfi Inc.), Securities Purchase Agreement (Blue Sky Media Corp)
Survival. The representations and warranties of the Company Borrower and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company B▇▇▇▇▇▇▇ agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Borrower or Subsidiary of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (SMX (Security Matters) Public LTD Co), Securities Purchase Agreement (SMX (Security Matters) Public LTD Co)
Survival. The representations and warranties of the Company and Investor and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor or Company. The Company and Investor each agrees to indemnify and hold harmless the Buyer other party and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company other party of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Professional Diversity Network, Inc.), Securities Purchase Agreement (ReTo Eco-Solutions, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Note Purchase Agreement (Energy Focus, Inc/De), Note Purchase Agreement (Energy Focus, Inc/De)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directorsmembers, employees managers, employees, attorneys, and agents for loss or damage related to any third-party claims arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Note Purchase Agreement (T Stamp Inc), Note Purchase Agreement (Bio Key International Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. .The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Lingerie Fighting Championships, Inc.), Securities Purchase Agreement (Lingerie Fighting Championships, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement Amendment shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in the Purchase Agreement, this Agreement Amendment, and the Initial Note or any of its covenants and obligations under the Purchase Agreement, this AgreementAmendment, or the Initial Note, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Phoenix Motor Inc.), Securities Purchase Agreement (Blue Star Foods Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Common Share Purchase Agreement (Lytus Technologies Holdings PTV. Ltd.), Convertible Note Purchase Agreement (Skillful Craftsman Education Technology LTD)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Rubicon Technologies, Inc.), Securities Purchase Agreement (Rubicon Technologies, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer Buyers and all their respective officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Note Purchase Agreement (Deep Green Waste & Recycling, Inc.), Note Purchase Agreement (Deep Green Waste & Recycling, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (BioCorRx Inc.), Securities Purchase Agreement (BioCorRx Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Tixfi Inc.), Securities Purchase Agreement (Life Clips, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The For so long as the Note is outstanding, the Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Airborne Wireless Network), Securities Purchase Agreement (Airborne Wireless Network)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerHolder. The Company agrees to indemnify and hold harmless the Buyer Holder and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 2 contracts
Sources: Securities Exchange Agreement (Zenosense, Inc.), Securities Exchange Agreement (Zenosense, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred..
Appears in 2 contracts
Sources: Securities Purchase Agreement (Electromedical Technologies, Inc), Securities Purchase Agreement (Electromedical Technologies, Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result because of or related to any breach or alleged breach by the Company or Seller of any of its their respective representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Share Purchase Agreement (Ilustrato Pictures International Inc.)
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage Damages arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, . including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Note Purchase Agreement (Qrons Inc.)
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees and Buyer agree to indemnify and hold harmless the Buyer each other harmless, and all their each party’s respective officers, directors, employees and agents for employeesfor loss or damage arising as a result of or related to any breach or alleged breach by the Company respective party of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Foothills Exploration, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestors. The Company TheCompany agrees to indemnify and hold harmless the Buyer Investors and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerBuyers. The Company agrees to indemnify and hold harmless each of the Buyer Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or the Transaction Documents or any of its covenants and obligations under this AgreementAgreement or the Transaction Documents, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Efactor Group Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. Company Initials CHR
Appears in 1 contract
Sources: Securities Purchase Agreement (Elite Data Services, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees employees, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties warranties, and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Propanc Biopharma, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. ____ Initials
Appears in 1 contract
Sources: Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder each Closing notwithstanding any due diligence investigation conducted by or on behalf of the Buyerany Purchaser. The Company agrees to shall indemnify and hold harmless the Buyer each Purchaser and all their each of such Purchaser's officers, directors, employees employees, partners, members, agents and agents affiliates for loss any loss, damage or damage expenses (including reasonable counsel fees) arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and representations or covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Liferate Systems Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mike the Pike Productions, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer each of Investor and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Avalon Globocare Corp.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their it’s officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Worthington Energy, Inc.)
Survival. The representations and warranties of the Company Borrower and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company B▇▇▇▇▇▇▇ agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Borrower of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Bruush Oral Care Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their it's officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Dewmar International BMC, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerhereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cachet Financial Solutions, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing closings hereunder notwithstanding any due diligence investigation conducted by or on behalf of the any Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their respective officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Nano Dimension Ltd.)
Survival. The representations and warranties of the Company and the andthe agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerClosing hereunder. The Company agrees to indemnify and hold harmless the Buyer Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Jaguar Health, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder for so long as the Note is held by the original Investor and remains outstanding, notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closings hereunder notwithstanding any due diligence investigation conducted by or on behalf as well as the termination/satisfaction of the BuyerNote for the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, partners, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Color Star Technology Co., Ltd.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.. a. j.
Appears in 1 contract
Sources: Securities Purchase Agreement (eWELLNESS HEALTHCARE Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyereach Closing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (El Capitan Precious Metals Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to lo indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result because of or related to any breach or alleged breach by the Company or Seller of any of its their respective representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Share Purchase Agreement (Ilustrato Pictures International Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless each of the Buyer and all of their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of or any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Freshwater Technologies Inc.)
Survival. The representations and warranties of the Company and the Buyer and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyerother. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Note Purchase Agreement (Cannabis Bioscience International Holdings, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify indemnity and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Greenway Technologies Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder Closing notwithstanding any due diligence investigation conducted by or on behalf of the Buyerany Purchaser. The Company agrees to shall indemnify and hold harmless the Buyer each Purchaser and all their each of such Purchaser's officers, directors, employees employees, partners, members, agents and agents affiliates for loss any loss, damage or damage expense (including reasonable counsel fees) arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and or covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Instant Video Technologies Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Medifirst Solutions, Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the each closing hereunder notwithstanding not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (U.S. Rare Earth Minerals, Inc.)
Survival. The representations and warranties of the Company parties and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor or Company. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred, in accordance with Section 7.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cn Energy Group. Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurredincurred .
Appears in 1 contract
Sources: Securities Purchase Agreement (IRONCLAD ENCRYPTION Corp)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestors. The Company Each Investor agrees to indemnify and hold harmless the Buyer Company and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company Investors of any of its their representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder Closing hereunder, notwithstanding any due diligence investigation conducted by or on behalf of the BuyerInvestor. The Company agrees to indemnify and hold harmless the Buyer Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Future FinTech Group Inc.)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the BuyerPurchaser. The Company agrees to indemnify and hold harmless the Buyer Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or Jo▇▇ ▇r damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Guided Therapeutics Inc)
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyereach Investor. The Company agrees to indemnify and hold harmless the Buyer each Investor and all their its officers, directors, employees employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the each Buyer. The Company agrees to indemnify and hold harmless the each Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ludwig Enterprises, Inc.)