Survival and Indemnification Contract Clauses (159)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Survival and Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Survival and Indemnification. 8.1. Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses,... claims, damages, liabilities and expenses, including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof (collectively, "Losses"), to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for such indemnified party. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law.View More
Survival and Indemnification. 8.1. Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses,... claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject (i) as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against (ii) arising from the Investor or its Affiliates Company's fraud, gross negligence and willful misconduct in connection with the execution, delivery and performance by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach and the offer, issuance and sale of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Closing Securities, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party Company of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party the Company to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party Company has agreed to pay such fees or expenses, (b) the indemnifying party Company shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party Company with respect to such claims (in which case, if the person notifies the indemnifying party Company in writing that such person elects to employ separate counsel at the expense of the indemnifying party, Company, the indemnifying party Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party Company of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party Company in the defense of any such claim or litigation. It is understood that the indemnifying party Company shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified party. No indemnifying party will, parties. The Company will not, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, 26 consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, Company, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law.View More
Survival and Indemnification. 8.1. 7.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Agreement. 7.2 Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, agents from and a...gainst any and all losses, claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with -9- investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. 7.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Person (the "Indemnified Person") of notice to the indemnifying party of any demand, claim with or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to which it seeks indemnification Section 7.2, such Indemnified Person shall promptly notify the Company in writing and (ii) permit such indemnifying party to the Company shall assume the defense thereof, including the employment of such claim with counsel reasonably satisfactory to such Indemnified Person, and shall assume the indemnified party; provided payment of all fees and expenses; provided, however,that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any person entitled to indemnification hereunder such proceeding, any Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such claim, retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such person unless (a) Indemnified Person unless: (i) the indemnifying party has Company and the Indemnified Person shall have mutually agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense retention of such claim and employ counsel reasonably satisfactory to such person counsel; or (c) (ii) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect counsel to such claims (in which case, if Indemnified Person representation of both parties by the person notifies the indemnifying party in writing that such person elects same counsel would be inappropriate due to employ separate counsel at the expense of the indemnifying party, the indemnifying party actual or potential differing interests between them. The Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses any settlement of more than one separate firm of attorneys at any time for such indemnified party. No indemnifying party will, except with the consent of the indemnified party, proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned but if settled with such consent, or delayed, if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent to entry of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement that does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Person from all liability in respect arising out of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. proceeding. View More
Survival and Indemnification. 8.1. 7.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 8.2. Agreement. 7.2 Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, agents from and a...gainst any and all losses, claims, damages, liabilities and expenses, including expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof thereof) (collectively, "Losses"), "Losses") to which such Person may become subject as a result of or relating to (a) any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (b) any action instituted against the Investor or its Affiliates by any stockholder of the Company who is not an Affiliate of such Investor, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Investor's representations, warranties or covenants under the Transaction Documents or any conduct by such Investor or its Affiliates which constitutes fraud, gross negligence, willful misconduct or malfeasance), Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person. 23 8.3. 7.3 Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt Promptly after receipt by any Person (the "Indemnified Person") of notice to the indemnifying party of any demand, claim with or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to which it seeks indemnification Section 7.2, such Indemnified Person shall promptly notify the Company in writing and (ii) permit such indemnifying party to the Company shall assume the defense thereof, including the employment of such claim with counsel reasonably satisfactory to such Indemnified Person, and shall assume the indemnified party; provided payment of all fees and expenses; provided, however, that the failure of any person entitled Indemnified Person so to indemnification notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such claim, retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such person unless (a) Indemnified Person unless: (i) the indemnifying party has Company and the Indemnified Person shall have mutually agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense retention of such claim and employ counsel reasonably satisfactory to such person counsel; or (c) (ii) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect counsel to such claims (in which case, if Indemnified Person representation of both parties by the person notifies the indemnifying party in writing that such person elects same counsel would be inappropriate due to employ separate counsel at the expense of the indemnifying party, the indemnifying party actual or potential differing interests between them. The Company shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses any settlement of more than one separate firm of attorneys at any time for such indemnified party. No indemnifying party will, except with the consent of the indemnified party, proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned but if settled with such consent, or delayed, if there be a [mal judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent to entry of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not affect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement that does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Person from all liability in respect arising out of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Investor or its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law. proceeding. View More
