Class 8 - Work Assignment

Class 8 - Work Assignment - Class 8: Indemnification...

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Class 8: Indemnification Assignment 10. INDEMNIFICATION; REMEDIES 10.1 SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE All representations, warranties, [covenants,] and [obligations] in this Agreement, the Disclosure Letter, and any certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, payment of damages or other remedy based on such representations, warranties, [covenants, and obligations] [will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation.] 10.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, Royal Palm, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental [and consequential] damages), expense (including costs of investigation and defense and [reasonable] attorneys’ fees [for not more than one legal counsel for all Indemnified Persons]) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with: (a) any breach of any representation or warranty made by Sellers [or the Company] in this Agreement ([without][after] giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant
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This note was uploaded on 11/28/2009 for the course LAW 7591 at Cornell.

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Class 8 - Work Assignment - Class 8: Indemnification...

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