Certain Indemnifications by Buyer Sample Clauses

Certain Indemnifications by Buyer. Except as expressly stated herein, Buyer hereby covenants and agrees to indemnify and hold the Sellers and the Seller Parties (including, without limitation, Legacy Partners Commercial, Inc. and its affiliates, related entities, personnel and successors and assigns) harmless from and against any and all losses, liabilities, damages, costs, charges, fees or expenses (including without limitation, attorneys fees and expenses, court costs, collection fees and expenses and reasonable investigation costs and expenses) (collectively, "Losses") arising out of or in connection with (i) the letter from Legacy Partners Commercial, Inc. to Ernst & Young contemplated by Section 3.1(e) hereof or (ii) any document or financial statement (including, without limitation, any financial statement or other information relating to the Properties) prepared by the Buyer or any of its affiliates, accountants, representatives, successors or assigns or filed by any such person with the Securities and Exchange Commission or any Claim relating thereto (provided, that the indemnity covered hereby shall not extend to Losses directly resulting from Claims made by investors in, or partners of, any of the Sellers or any affiliate of any of the Sellers alleging that such Seller or such affiliate breached its fiduciary duty to such partners or investors). In connection with the foregoing indemnification, the Buyer shall, upon the written request of the applicable indemnified party, assume the defense of any such Claim and shall pay all fees and expenses of counsel retained in connection with such defense, subject, however, to the right of the applicable indemnified party to again assume control of the defense of such Claim and to be indemnified pursuant to this Section 9.18 in respect of all Losses incurred in connection with such defense. In event the Buyer assumes the defense of any such Claim pursuant to the preceding sentence, the Buyer shall obtain the prior written consent of the applicable indemnified party before entering into a settlement of such Claim or ceasing to defend such Claim. This Section 9.18 shall survive the Closing or, in the event this Agreement is terminated, the termination of this Agreement. The parties hereto have executed this Agreement as of the date first written above. BUYER: AMERICAN INDUSTRIAL PROPERTIES REIT By: By: /s/ L. D. XXXXXXXXX --------------------------------------- Name: Lewix X. Xxxxxxxxx Title: Senior Vice President SELLERS: LINCOLN-WHITEHALL RE...
Sample 1
AutoNDA by SimpleDocs

Related to Certain Indemnifications by Buyer

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Waivers Indemnification 60 11.1 Demand; Protest; etc...........................................................................60 11.2 The Lender Group's Liability for Collateral....................................................60 11.3 Indemnification................................................................................60

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.