By the Purchaser Sample Clauses

By the Purchaser. The Purchaser represents and warrants to the Vendor (and acknowledges that the Vendor is relying upon the following representations and warranties in connection with entering into this Agreement and the transactions contemplated hereby) as set out below:

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

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. From and after the Closing, the Purchaser agrees to indemnify and hold harmless the Sellers, Nutcracker, Dr. Xxxxxxx Bahlsen, Hubertus Bahlsen, and each stockholder, partner, beneficiary, director, officer, employee, agent or representative of any of the foregoing (collectively, "SELLER INDEMNITEES") from and against any Losses incurred or sustained by Seller Indemnitees as a result of (a) the breach by the Purchaser of any covenant, representation or warranty set forth in this Agreement (including, without limitation, any Swiss Taxes that would not have been imposed but for any breach of the covenant set forth in Section 4.8) and (b) any obligation or liability of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising after the Closing Date, of any of the Companies or their subsidiaries, other than Losses against which the Purchaser is indemnified pursuant to Section 7.2.1; and PROVIDED, FURTHER, 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: The amount of any Losses incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees actually recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Losses, and the Seller, on behalf of the Seller Indemnitees, shall use commercially reasonable efforts to effect any such recovery.

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 uses the said Unit, all the requirements, requisitions, demands and repairs which are required by any competent Authority in respect of the Designated Apartment at his own cost.

By the Purchaser. To the extent permitted by law, the Purchaser will indemnify and hold harmless the Holders, the officers, directors, agents, investment advisors, partners, members, managers and employees of each Holder and each person, if any, who controls the Holders or such persons (such persons and entities referred to as “Holder Indemnified Parties”), against any Losses, insofar as such Losses (or actions in respect thereof) arise out of any claim, action or proceeding brought by a third party arising out of or based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement, including, without limitation, the Prospectus, filed pursuant to this Article X; (ii) the omission or alleged omission to state in a registration statement, including, without limitation, the Prospectus, filed pursuant to this Article X a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances; or (iii) any violation or alleged violation by the Purchaser of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law, in each case in connection with the offering covered by such registration statement; and the Purchaser will reimburse each Holder Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss, if such settlement is effected without the consent of the Purchaser, which shall not be unreasonably withheld or delayed, nor shall the Purchaser be liable in any such case for any such Loss to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration statement or any other document filed with or furnished to the SEC by such Holder Indemnified Party; and provided further, that the Purchaser will not be liable for the reasonable legal fees and expenses of more than one counsel to the Holder Indemnified Parties.

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. From and after the Closing, the Purchaser agrees to indemnify and hold harmless each Seller, each Non-Company Affiliate and each director, officer or employee 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 by the Purchaser of any covenant, representation or warranty set forth in this Agreement, (ii) any liability arising from the Marsxxxx Xxxe after the Closing Date and (iii) any liability or obligation of any Seller or any Non-Company Affiliate for any obligation or liability of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of either Company or any of its subsidiaries, provided that the foregoing shall not apply to any Seller in respect of any items that such Seller has expressly agreed to pay or perform or any Damages to the extent the Purchaser is entitled to indemnification therefor pursuant to Section 7.2.1, provided, further, that there shall not be any duplicative payments or indemnities by the Purchaser. 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.

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 of the Sellers herein contained, or if there shall have been a material breach by either Seller of any of the warranties and representations of the Sellers 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. 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).