Basic Provision. Shareholder hereby jointly and severally indemnifies and agrees to hold harmless Buyer and its successors and assigns and each such entity's officers, directors, shareholders and agents (each of whom shall be a third party beneficiary hereof) from, against and in respect of the amount of any and all Deficiencies (as hereinafter defined).
Basic Provision. SSC hereby indemnifies and agrees to hold harmless Buyer, DVL and their respective affiliates, officers, directors, employees and agents (in this Section 9 sometimes referred to as a "Section 9 Indemnitee"), from, against and in respect of the amount of any and all Section 9 Deficiencies (as hereinafter defined).
Basic Provision. The Sellers and the Shareholders hereby jointly and severally agree to indemnify, defend and hold harmless Buyer, its Affiliates and their respective partners, directors, officers, shareholders, employees and agents and the successors and assigns of each of the foregoing (individually, an "Indemnitee" and collectively, the "Indemnitees"), from, against and in respect of the amount of any and all Deficiencies.
Basic Provision. Buyer and DVL hereby jointly and severally indemnify and agree to hold harmless SSC, JGW, R-II, R-II-B, R-II-B Holdings and R-V, and their respective members (other than Buyer), partners, affiliates, officers, directors, employees and agents (in this Section 10 sometimes referred to as a "Section 10 Indemnitee"), from, against and in respect of the amount of any and all Section 10 Deficiencies (as hereinafter defined).
Basic Provision. The Shareholders severally (as provided in Section 8.6(b)) and not jointly, and AGI (only if the Closing does not occur) jointly and severally with the Shareholders, hereby indemnify and agree to hold harmless SBI, the Acquisition Sub, and each of its respective Affiliates (as defined herein), successors and assigns, and SBI and the Acquisition Sub, jointly and severally, hereby indemnify and agree to hold harmless the Shareholders and AGI and their respective Affiliates, successors and assigns from, against and in respect of the amount of any and all Deficiencies (as hereinafter defined); provided, however, that no Shareholder shall be liable for breaches or misrepresentations by the other Shareholders of their representations or warranties contained in Article V of this Agreement.
Basic Provision. (a) From and after Closing, subject to Section 9.7, Seller (an "Indemnifying Party") hereby agrees to indemnify and hold harmless Buyer, the directors, officers and employees of Buyer and all persons which directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with Buyer, and their respective successors and assigns (collectively, the "Buyer Indemnitees") from, against and in respect of, and to reimburse the Buyer Indemnitees for, the amount of any and all Deficiencies (as defined in Section 9.3(a)).
(b) From and after Closing, subject to Section 9.7, Buyer (an "Indemnifying Party") hereby agrees to indemnify and hold harmless Seller, the directors, officers and employees of Seller and all persons which directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with Seller, and their respective successors and assigns (collectively, the "Seller Indemnitees") from, against and in respect of, and to reimburse the Seller Indemnitees for, the amount of any and all Deficiencies (as defined in Section 9.3(b)).
Basic Provision. The parties have agreed that the Participant shall act as a Market Maker Specialist at the Exchange market through binding quotations, in accordance with the terms set forth in this Agreement and the relevant, valid and effective, Exchange Rules and Exchange Regulations. The products for which the Participant shall perform the Activities of Market Maker Specialist are set out in Appendix No.1 forming an integral part of the present Agreement. [hereafter only: the “Allocated Products”].
Basic Provision. Subject in all events to the specific terms and conditions of this Agreement:
(a) IID will compromise certain positions and cause Water Conservation Efforts to be undertaken (by IID or by contracts with Landowners) to create Conserved Water for acquisition by CVWD and reduce the Consumptive Use of Colorado River water by IID.
(b) CVWD will compromise certain positions, acquire Conserved Water from the IID use such Conserved Water for CVWD Improvement District No. 1 (subject to Section3.6 below) and pay IID for the Conserved Water available for acquisition.
(c) IID and CVWD agree that at the termination of this Agreement, neither the terms of the Agreement nor the conduct of the Parties in performance of this Agreement confers upon the other any legal or equitable rights that would not have existed in the absence of this Agreement and the Parties' performance thereunder.
Basic Provision. Subject to the provisions of Section 9.1(d) and Section 7.2, each of the Principal Shareholders ("Principal Shareholder Indemnitors") hereby indemnify and agree to hold harmless Purchaser, the Surviving Corporation and the Subsidiaries and each of their respective successors and assigns ("Purchaser Indemnitees") from, against and in respect of one-third (as to each Principal Shareholder) of the amount of any and all Deficiencies (as hereinafter defined).
Basic Provision. (a) Seller (sometimes hereinafter an "Indemnifying Party") hereby agrees to indemnify and hold harmless Buyer, its directors, officers and employees and all persons which directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with Buyer, and their respective successors and assigns (collectively, the "Buyer Indemnitees") from, against and in respect of, and to reimburse the Buyer Indemnitees for, the amount of any and all Deficiencies (as defined in Section 5.3(a)).
(b) Buyer (sometimes hereinafter an "Indemnifying Party") hereby agrees to indemnify and hold harmless Seller and its directors, officers, employees and all persons which directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with Seller, and their respective successors and assigns (collectively, the "Seller Indemnitees") from, against and in respect of, and to reimburse the Seller Indemnitees for, the amount of any and all Deficiencies (as defined in Section 5.3(b)).