Agreement of Buyer to Indemnify. Subject to the conditions and provisions of this Article 10, Buyer hereby agrees to indemnify, defend and hold harmless the Stockholders from and against and in respect of all Losses resulting from, imposed upon or incurred by the Stockholders, directly or indirectly, by reason of or resulting from any misrepresentation or breach of any representation or warranty, or noncompliance with any conditions or other Agreements, given or made by Buyer in this Purchase Agreement or in the Exhibits or in any Document furnished by or on behalf of Buyer pursuant to this Purchase Agreement; provided, however, that, except for Losses arising out of a willful or intentional breach of representations, warranties or covenants by Buyer and the obligations of Buyer under Article 11 hereof, none of which shall be subject to the following limitations, Buyer shall have no liability under this Section 10.03 until the aggregate amount of claims for Losses asserted under such Section exceeds One Hundred Thousand Dollars ($100,000); provided, further, however, in no event shall the aggregate amount of liability of Buyer for Losses asserted under this Section 10.03 (except for Losses arising out of a willful or intentional breach of representations, warranties or covenants by Buyer and the obligations of Buyer under Article 11 hereof), exceed Two Million Dollars ($2,000,000). It shall be a condition to the rights of the Stockholders to indemnification pursuant to this Section that such parties shall assert a claim for such indemnification within the applicable survival periods set forth in Section 10.01 hereof.
Agreement of Buyer to Indemnify. Buyer shall indemnify each of the Sellers and each of their officers, directors, employees, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees. representatives, agents, shareholders, partners and affiliates) and hold each of them harmless from and against any Losses suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any schedule, certificate, instrument or other document delivered pursuant hereto, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, (iii) any liabilities, obligations, contracts (written or otherwise), debts, expenses or costs of Buyer of any kind or nature under the Assumed Liabilities or (iv) any federal, state, local, foreign or other taxes of Buyer or with respect to any of the Assets that are due and payable following the Closing Date or with respect to any period or portion thereof ending after the Closing Date. Subject to the provisions of the preceding sentence, payments in respect of the indemnification provided in this Section 8.3 shall be made promptly as Losses shall be incurred. If Buyer fails to perform its obligations under a real property lease assumed by Buyer hereunder thereby causing Sellers to make payment or have other obligations under such lease, and if Buyer is unable to indemnify Sellers therefor pursuant to this Section 8.3, then Buyer shall, at the written request of Sellers, assign all of its rights in and to such leased property to Seller. Buyer also shall assign to Seller, subject to the consent of Arby's, Inc., all rights under the Arby's License Agreement for such Restaurant. In the event that Sellers are not made whole by the assignments contemplated by this paragraph, Buyer shall remain liable to Sellers under this Section 8.3 until such time as Sellers are fully compensated.
Agreement of Buyer to Indemnify. Buyer shall indemnify the Selling Shareholders and their respective representatives, agents, employees, partners and affiliates and hold each of them harmless from and against any Loss suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any schedule, certificate, instrument or other documents delivered hereto or (ii) any breach of any covenants or agreement of Buyer contained in this Agreement or in any schedule, certificate, instrument or other documents delivered hereto. Payments in respect of the indemnification provided in this Section 6.04 shall be made promptly (and currently) as Losses shall be incurred.
Agreement of Buyer to Indemnify. Subject to the terms and conditions of this Section 10, the Buyer agrees to indemnify, defend and hold harmless Seller and its respective members, shareholders, officers, managers, directors, agents and representatives (collectively, “Seller Indemnified Parties”) from, against and in respect of any and all Losses asserted against, or paid, suffered or incurred by, Seller Indemnified Parties and resulting from, based upon or arising out of:
(a) the inaccuracy, untruth or incompleteness of any representation or warranty of Buyer contained in or made pursuant to this Agreement or in any certificate, Schedule or Exhibit furnished by Buyer in connection herewith;
(b) a breach of or failure by Buyer to perform any covenant or agreement of Buyer made pursuant to this Agreement or in any instrument, certificate, Schedule or Exhibit furnished by Buyer in connection herewith;
(c) any Assumed Liability; or
(d) personal injury, property damage or other torts or common law claims arising out of the Release of Hazardous Materials after the Closing Date at any Facility or out of Contamination caused by Buyer.
Agreement of Buyer to Indemnify. Subject to the terms and ------------------------------- conditions of this Article 8, Buyer agrees to indemnify, defend and hold harmless Sellers and their officers, directors, shareholders, controlling persons, affiliates and representatives (the "Seller Indemnitees"), and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, such Seller Indemnitee and resulting from, based upon, or arising out of:
(i) the breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement or in any certificate, Schedule or exhibit furnished by Buyer in connection herewith; (ii) a breach of or failure to perform any covenant or agreement of Buyer made in this Agreement; (iii) any Assumed Liability;
Agreement of Buyer to Indemnify. Buyer shall indemnify the Seller and each of its officers, directors, employees, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees. representatives, agents, shareholders, partners and affiliates) and hold each of them harmless from and against any Losses suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any schedule, certificate, instrument or other document delivered pursuant hereto, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, (iii) any liabilities, obligations, contracts (written or otherwise), debts, expenses or costs of Buyer of any kind or nature under the Assumed Liabilities or (iv) any federal, state, local, foreign or other taxes of Buyer or with respect to any of the Assets that are due and payable following the Closing Date or with respect to any period or portion thereof ending after the Closing Date. Subject to the provisions of the preceding sentence, payments in respect of the indemnification provided in this Section 8.3 shall be made promptly as Losses shall be incurred.
Agreement of Buyer to Indemnify. Subject to the conditions and provisions of SECTION 17.3 hereof, Buyer hereby agrees to indemnify, defend and hold harmless the Seller Indemnified Persons from and against and in respect of all Claims asserted against, resulting to, imposed upon or incurred by the Seller Indemnified Persons (whether such Claims are by, against or relate to Buyer or any other party, including, without limitation, a governmental entity), directly or indirectly, by reason of or resulting from any (i) misrepresentation or breach of any representation or warranty, or noncompliance with any conditions or other agreements, given or made by Buyer in this Agreement, and (ii) damage or loss resulting from or arising out of the conduct of the Business after the Closing. Seller hereby agrees that Buyer shall have no liability to Seller or its successors or permitted assigns, for any Liability, damage, loss or expense pursuant to this SECTION 17, unless the aggregate amount of all Liabilities, damages, losses or expenses suffered by Seller and its successor and permitted assigns exceeds $10,000, and then only to the extent such aggregate amount exceeds $10,000.
Agreement of Buyer to Indemnify. Subject to the conditions and limitations set forth in this Section 10, Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against and in respect of all Claims asserted against, imposed upon, resulting to or incurred by Seller or its Affiliates arising out of or resulting from any breach of any representation, warranty, covenant or agreement given or made by Buyer in this Agreement. In the event that Seller makes any claim hereunder in respect of Buyer's indemnity set forth in this Section 10, Buyer shall be entitled, for a period of 30 days following receipt of any such claim, to try to put Seller in the same position that Seller would have been in had the breach of representation, warranty, covenant or underlying such claim not occurred. If Buyer fails to do so within such 30 day period, Seller shall be entitled to make a claim for indemnification pursuant hereto.
Agreement of Buyer to Indemnify. Subject to the terms and conditions of this Article 7, regardless of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, Buyer agrees to indemnify, defend, and hold harmless the Seller Group from, against, for, and in respect of any and all Losses asserted against, imposed upon, or incurred by the Seller Group by reason of, resulting from, based upon, or arising out of:
(a) the breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit furnished by Buyer in connection herewith or therewith. For purposes of determining whether Buyer has breached any such representation or warranty, any qualification or limitation of such representation or warranty by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect or words of similar effect shall be disregarded;
(b) the breach or non-fulfillment of any covenant or agreement of Buyer contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit furnished by Buyer in connection herewith or therewith; and
Agreement of Buyer to Indemnify the Company and the Sellers.
(a) Subject to the terms of this Article VII, Buyer agrees to indemnify, defend, and hold harmless the Company and the Sellers from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Company and the Sellers by reason of, resulting from, based upon, or arising out of:
(i) the inaccuracy, untruth, or incompleteness of any representation or warranty, of Buyer contained in or made pursuant to this Agreement or in any certificate, schedule, exhibit, or document delivered to the Company and the Sellers in connection herewith; or
(ii) a material breach or partial material breach of any covenant or agreement of the Buyer made in or pursuant to this Agreement.
(b) The obligation of Buyer to indemnify the Company and the Sellers for any Losses is subject to the condition that Buyer shall have received notice of the Losses for which indemnity is sought within ninety (90) days after the Closing Date.
(c) The remedies of the Company and the Sellers against Buyer for any Losses hereunder shall be cumulative, and the exercise by the Company and the Sellers of its right to indemnification hereunder shall not affect the right of the Company and the Sellers to exercise any other remedy at law or in equity, to recover damages, or to obtain equitable or other relief.
