Buyer’s Obligations to Indemnify Sample Clauses

Buyer’s Obligations to Indemnify. From and after the Initial Closing Date, and subject to the limitations and procedures contained in this Article VIII, Buyer shall indemnify, defend and hold harmless the Sellers and their respective directors, officers, employees and representatives (each, a “Seller Indemnified Party” and, together with the Buyer Indemnified Parties, the “Indemnified Parties”), from and against any and all Losses suffered, sustained, incurred or required to be paid by any such Seller Indemnified Party due to, based upon, arising out of or otherwise in respect of (a) any inaccuracy in, or breach of, any representation or warranty of Buyer contained in Article V of this Agreement or any certificate delivered by Buyer hereunder, and (b) any breach of any covenant or agreement of Buyer contained in this Agreement.
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Buyer’s Obligations to Indemnify. Subject to the limitations set forth in this Agreement, including those in Section 10.6, Buyer will indemnify, defend, and hold harmless Sellers and their Affiliates and their respective affiliates, directors, managers, employees and agents from and against all Losses resulting from, in connection with or arising out of:
Sample 1
Buyer’s Obligations to Indemnify. Defend, and Hold Shell and its Associated Parties Harmless ............................... 37 16.04. Buyer's Obligations ........................................... 38 16.05. Buyer's Duty to Defend ........................................ 40 16.06. Alternate Dispute Resolution and Arbitration .................. 40 16.07. BUYER'S WAIVER OF CONSUMER RIGHTS UNDER ANY CALIFORNIA CONSUMER PROTECTION LAWS ............................................... 40 16.08. Retroactive Effect ............................................ 41 16.09.
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Buyer’s Obligations to Indemnify. Defend, and Hold Shell and its Associated Parties Harmless. Buyer will indemnify, defend, and hold harmless Shell and its Associated Parties for, and will pay to Shell the amount of, each Claim and Liability relating to, arising, directly or indirectly, from or in connection with:
Sample 1
Buyer’s Obligations to Indemnify. Buyer shall indemnify Seller, its officers and directors in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to the breach of any representation or warranty of IPG or Buyer contained in this Agreement or the nonfulfillment of or failure to perform any of the covenants or agreements on the part of IPG or Buyer contained in this Agreement, provided, however, in no event shall IPG's or Buyer's aggregate liability under this Section 18.2 exceed $1,000,000.
Sample 1

Related to Buyer’s Obligations to Indemnify

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

  • Buyer’s Obligations At Closing, Buyer shall deliver or cause to be delivered to Seller the following:

  • Obligation of Buyer to Indemnify Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

  • Obligation to Indemnify Subject to the provisions of this Section IV.G, Company will indemnify and hold Investor, its Affiliates, managers and advisors, and each of their officers, directors, shareholders, partners, employees, representatives, agents and attorneys, and any person who controls Investor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Company in this Agreement or in the other Transaction Documents, (b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) any action by a creditor or stockholder of Company who is not an Affiliate of an Investor Party, challenging the transactions contemplated by the Transaction Documents; provided, however, that Company will not be obligated to indemnify any Investor Party for any Losses finally adjudicated to be caused solely by (i) a false statement of material fact contained within written information provided by such Investor Party expressly for the purpose of including it in the applicable Registration Statement, Prospectus, Prospectus Supplement, or (ii) such Investor Party’s unexcused material breach of an express provision of this Agreement or another Transaction Document.

  • Exceptions to Indemnification Notwithstanding anything to the contrary contained herein, the Issuer’s obligations under Section 4(a) (Indemnification of Protected Persons) and Section 4(b) (Reimbursement of Expenses) shall not apply to any actions, suits or proceedings in which one or more officers, directors, partners, members or employees of the Administrator are making claims against the Administrator or one or more other officers, directors, partners, members or employees of the Administrator.

  • Conditions to the Buyer’s Obligations The obligations of the Buyer to consummate the transactions contemplated hereunder on the Closing Date are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:

  • Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Conditions to Buyer’s Obligation The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions to Buyer’s Obligations The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Closing Date:

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