By the Purchaser Sample Clauses

By the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:

By the Purchaser. The Purchaser is entering into this Deed for the allotment of the Designated Apartment with full knowledge of all the laws, rules, regulations, notifications applicable to the Project in general and this Project in particular. The Purchaser hereby undertakes that he shall comply with and carry out, from time to time after he has taken over for occupation and use the said Unit, all the requirements, requisitions, demands and repairs which are required by any competent Authority in respect of the Unit at his own cost.

By the Purchaser. From and after the Closing, subject to ---------------- Section 7.1 the Purchaser agrees to indemnify and hold harmless each Seller, each Non-Company Affiliate and each director, officer employee, agent, representative, successor or assign of any of the foregoing (collectively, "Seller Indemnitees") from and against any Damages incurred or sustained by ------------------- Seller Indemnitees as a result of (i) the breach or non-fulfillment by the Purchaser of any agreement or covenant set forth in this Agreement or the Ancillary Agreements, and (ii) the breach of any representation or warranty set forth in this Agreement, and provided, that there shall not be any duplicative -------- payments or indemnities by the Purchaser. The rights of the Seller Indemnitees to indemnification under this Section 7 shall be limited as follows: (a) The amount of any Damages incurred by the Seller Indemnitees shall be reduced by the net amount of the Tax benefits actually realized by any Seller Indemnitees or any of their affiliates by reason of such Damages. (b) The amount of any Damages incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Sellers, on behalf of the Seller Indemnitees, shall use reasonable efforts to effect any such recovery. (c) In no event will the Seller Indemnitees be entitled to indemnification exceeding 50% of the aggregate purchase price paid by the Purchaser to the Sellers, provided that this limitation shall only apply to indemnification under Section 7.2.2(ii). (d) If a Seller Indemnitee is or becomes entitled to recover by contribution from a third party or otherwise any amount of Damages incurred by a Seller Indemnitee as a result of a matter for which the Seller Indemnitees have received indemnification payments from the Purchaser pursuant to this Section 7, the Seller Indemnitees hereby assign to the Purchaser all right to claim and receive any such amount, and the Seller Indemnitees shall promptly pay over any such amount received by them to the Purchaser, to the extent of the indemnification payments received from the Purchaser.

By the Purchaser. The Purchaser hereby agrees to indemnify and hold harmless the Company, its affiliates and their respective officers, directors, partners and members (collectively, the "COMPANY INDEMNITEES"), from and against any and all Losses, and agrees to reimburse the Company Indemnitees for reasonable all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by the Company Indemnitees and to the extent arising out of or in connection with: (i) any misrepresentation, omission of fact, or breach of any of the Purchaser's representations or warranties contained in this Agreement, the schedules or exhibits hereto or any instrument, agreement or certificate entered into or delivered by the Purchaser pursuant to this Agreement; or (ii) any failure by the Purchaser to perform in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Agreement or any instrument, certificate or agreement entered into or delivered by the Purchaser pursuant to this Agreement.

By the Purchaser. The Purchaser agrees to indemnify and ---------------- hold harmless the Sellers and their respective Affiliates, and their respective shareholders, partners, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any and all Losses incurred by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of the Purchaser contained in this Agreement or any other Purchaser Document or any exhibit hereto or thereto or in any Schedule or certificate furnished or to be furnished to the Sellers pursuant to or in connection with this Agreement, a Purchaser Document or any of the transactions hereby contemplated, (ii) the failure of the Purchaser to perform any agreement required by this Agreement or any Purchaser Document to be performed by it, (iii) the allegation by any third party of the existence of any or state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of the Purchaser contained in this Agreement or any other Purchaser Document or any exhibit hereto or thereto or in any Schedule or certificate furnished or to be furnished to the Sellers pursuant to or in connection with this Agreement, a Purchaser Document or any of the transactions hereby contemplated, and (iv) any Assumed Liability which such indemnified person is required to pay, perform or discharge. Each indemnified person agrees to give prompt notice to the Purchaser of any claim by any third party for which such indemnified party may request indemnification under this Section 12.02 (except any failure or delay to give such notice shall not relieve the Purchaser of its obligations hereunder unless and only to the extent, if at all, that the Purchaser has been irrevocably prejudiced directly by reason of such failure or delay). (a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 12.03 hereof, and (c) the Purchaser shall agree in writing within ten business days after receipt of notice of such claim that it is required, pursuant to this Section 12.02, to indemnify for the full amount of such claim, then the Purchaser shall be entitled to control the contest, defense, settlement or com...

By the Purchaser. (a) The Purchaser agrees to indemnify, defend and hold harmless the Stockholder from and against (i) any and all liabilities, debts, obligations, losses, damages, deficiencies, claims, actions, suits, proceedings, demands, assessments, orders and judgments (whether known or unknown, fixed, contingent, accrued, absolute or otherwise), joint or several, to which the Stockholder may become subject, arising out of (A) any inaccuracy in any representation or warranty made by the Purchaser in this Agreement, (B) any breach or default in the performance or observance by the Purchaser of any of the covenants or agreements which it is to perform or observe hereunder, (C) any brokerage, finder's fee or the like incurred as a result of the Purchaser's actions in connection with the transactions herein contemplated or (D) subject to the obligations of the Stockholder pursuant to Section 1.3(b)(ii), Section 1.4(d), Section 4.13 and Section 7.1, any liability of the Companies which is included on the final Working Capital Deficit Statement or which was incurred by the Companies after the Closing Date and for which the Stockholder is not otherwise obligated to indemnify the Purchaser or the Companies pursuant to the terms of this Agreement; and (ii) any and all actual costs, fees and expenses (including, without limitation, reasonable legal and accounting fees) related to, resulting from or arising out of any of the foregoing. (b) The Purchaser shall not be liable hereunder for any claims made by the Companies pursuant to Section 7.2(a)(i)(A) hereof after eighteen (18) months from the Closing Date, except that there shall be no limitation (other than the applicable statute of limitations) on the time within which a claim may be made by the Stockholder (i) pursuant to Section 7.2(a)(i)(A) with respect to a breach of Section 2.2 or Section 2.3, (ii) pursuant to Section 7.2(a)(i)(B) or (C) hereof or Section 7.2(a)(ii) (to the extent such costs, fees and expenses relate to any of the above extended items) or (iii) with respect to any fraudulent act or omission by the Purchaser.

By the Purchaser. This Agreement may be terminated by written notice of termination given by the Purchaser to each Seller if a material default should be made by either Seller in the observance of or in the due and timely performance by either Seller of any of the agreements and covenants herein contained, or if there shall have been a material breach by either Seller of any of the warranties and representations herein contained, or if the conditions of this Agreement to be complied with or performed by Sellers at or before Closing shall not have been complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the Purchaser.

By the Purchaser. The Purchaser agrees to indemnify and hold harmless the Seller and their agents, successors and assigns (the "Seller's Parties") against, and to reimburse the Seller's Parties on demand with respect to, any and all Damages which each may suffer, incur or pay by reason of (i) the breach by the Purchaser of any representation or warranty contained in this Agreement or in any agreement, certificate or instrument executed by it and contemplated hereby or (ii) the failure of the Purchaser to perform any agreement required by this Agreement or any agreement, certificate or instrument contemplated hereby.

By the Purchaser. Each Purchaser agrees, severally and not jointly, to indemnify, hold harmless, reimburse and defend the Company and the Company’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders (each, together with the Company, a “Company Party”), as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company Party which results, arises out of or is based upon (i) any breach of any representation or warranty by such Purchaser in this Agreement, the Private Placement Memorandum or in the exhibits thereto, or (ii) any breach or default in performance by such Purchaser of any covenant or undertaking to be performed by such Purchaser (unless, in each case, such claim, cost, expense, liability, obligation, loss or damage results, arises out of or is based upon a breach of the Company’s representations, warranties or covenants in this Agreement or the Private Placement Memorandum, any violations by the Company of state or federal securities laws, or any conduct by the Company which constitutes fraud, gross negligence, willful misconduct or malfeasance).