Common use of Indemnification and Damages Clause in Contracts

Indemnification and Damages. 9.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller hereunder, each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other Party, its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) any misrepresentation or inaccuracy in any Warranty made by such Indemnifying Party, or any failure by such Indemnifying Party to perform or comply with any agreement, obligation, liability, warranty, term, covenant or undertaking contained in this Agreement; (b) any fraud committed by the Indemnifying Party, at any time. 9.2. In the event either Party makes any payment pursuant to this Section 10 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties on such payment. 9.3. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.4. The above indemnity shall take effect upon Closing and shall lapse on the first anniversary of the Closing Date.

Indemnification and Damages. 9.1. In consideration of the purchase of the Sale Shares by the Purchaser Acquirer from the Seller Sellers hereunder, each defaulting Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other Partynon-defaulting Party , its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be maybe (each, an “Indemnified Party” and collectively the “Indemnified Parties”) from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) : any misrepresentation or inaccuracy in any Warranty made by such Indemnifying defaulting Party, or any failure by such Indemnifying Party Sellers to perform or comply with any agreement, obligation, liability, representation, warranty, term, covenant or undertaking contained in this Agreement; (b) ; any Loss incurred by the Indemnified; any fraud committed by the Indemnifying defaulting Party, at any time. 9.2; Taxes, costs, and expenses (including reasonable fees and disbursements) arising in respect thereof, arising out of or in connection with any demand by a Governmental Authority against the Indemnified Party in connection with performance of any obligation under this Agreement. In the event either Party makes the Company or the Sellers make any payment pursuant to this Section 10 7 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties Parties, or deductible by the Company or the Promoters, on such payment. 9.3. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.4. The Indemnifying Parties acknowledge and agree that any payments to be made pursuant to this Section 7 are not in the nature of a penalty but merely reasonable compensation for the loss that would be suffered, and therefore, each Indemnifying Party waives all rights to raise any claim or defense that such payments are in the nature of a penalty and undertakes that it shall not raise any such claim or defense. The above indemnity shall take effect upon Closing and but shall lapse on the first anniversary of be applicable for any cause originating prior to the Closing Dateand having cause d any Loss to the Indemnified Parties.

Indemnification and Damages. 9.17.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller Sellers hereunder, each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other non-defaulting Party, its Affiliates and each of their respective partners, officers, . employees, shareholders, partners, agents, as the case may be (from and against, any and all, damages, . Losses, Liabilities, obligations, fines, penalties, levies, . action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory actionacton, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) a. any misrepresentation or inaccuracy in any Warranty made by such Indemnifying defaulting Party, or any failure by such Indemnifying Party Sellers to perform or comply with any agreement, obligation, liability, warrantyrepresentation, term, warranty term covenant or undertaking contained in this Agreement; (b) b. any fraud committed by the Indemnifying defaulting Party, at any time; c. taxes, costs, and expenses (including reasonable fees and disbursements) arising in respect thereof, arising out of or in connection with any demand by a Governmental Authority against the Indemnified Party in connection with performance of any obligation under this Agreement. 9.27.2. In the event either Party makes EA or the Sellers make any payment pursuant to this Section 10 7 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties Parties, or deductible by EA, on such payment. 9.37.3. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.47.4. The Indemnifying Parties acknowledge and agree that any payments to be made pursuant to this Section 7 are not in the nature of a penalty but merely reasonable compensation for the loss that would be suffered, and therefore, each Indemnifying Party waives all rights to raise any claim or defense that such payments are in the nature of a penalty and undertakes that it shall not raise any such claim or defense. 7.5. The above indemnity shall take effect upon Closing and but shall lapse on the first anniversary of be applicable for any cause originating prior to the Closing Dateand having cause any Loss to the Indemnified Parties.

Indemnification and Damages. 9.17.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller hereunder, each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other Party (the “Indemnified Party”), its Affiliates and each of their respective partners, officers, employees, shareholders, partnersand/or, agents, as the case may be be, from and against, any and all, damagesdirect Damages, Losses, Liabilities, obligations, including fines, penalties, levies, levies arising out of any action, investigationsinvestigation, inquisitionsinquiry, noticesnotice, suitssuit, judgmentsjudgment, claims claim of any kind including third party claims, interest, governmental and statutory action, including costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) a. any misrepresentation or inaccuracy in any Warranty made by such Indemnifying Party, or any failure by such Indemnifying Party to perform or comply with any agreement, obligation, liability, representation, warranty, term, covenant or undertaking contained in this Agreement; (b) b. any fraud committed by the Indemnifying Party, at any time; c. Taxes, costs, and expenses (including reasonable fees and disbursements) arising in respect thereof, arising out of- or in connection with any demand by a Governmental Authority against the Indemnified Party in connection with performance of any obligation under this Agreement. 9.27.2. In the event either Party makes the EE or its Affiliates or the Seller make any payment pursuant to this Section 10 7 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties Parties, or deductible by EE, on such payment. 9.37.3. The indemnification indemnified rights of the Indemnified Parties under this Agreement are independent ofof-, and in addition toto-, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.47.4. The above indemnity shall take effect upon Closing and shall lapse on the first third anniversary of the Closing Date.

Indemnification and Damages. 9.17.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller Sellers hereunder, each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other non-defaulting Party, its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be (from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) a. any misrepresentation or inaccuracy in any Warranty made by such Indemnifying defaulting Party, or any failure by such Indemnifying Party Sellers to perform or comply with any agreement, obligation, liability, representation, warranty, term, covenant or undertaking contained in this Agreement; (b) b. any fraud committed by the Indemnifying defaulting Party, at any time; c. taxes, costs, and expenses (including reasonable fees and disbursements) arising in respect thereof, arising out of or in connection with any demand by a Governmental Authority against the Indemnified Party in connection with performance of any obligation under this Agreement. 9.27.2. In the event either Party makes EA or the Sellers make any payment pursuant to this Section 10 7 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties Parties, or deductible by EA, on such payment. 9.37.3. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.47.4. The Indemnifying Parties acknowledge and agree that any payments to be made pursuant to this Section 7 are not in the nature of a penalty but merely reasonable compensation for the loss that would be suffered, and therefore, each Indemnifying Party waives all rights to raise any claim or defense that such payments are in the nature of a penalty and undertakes that it shall not raise any such claim or defense. 7.5. The above indemnity shall take effect upon Closing and but shall lapse on the first anniversary of be applicable for any cause originating prior to the Closing Dateand having cause any Loss to the Indemnified Parties.

Indemnification and Damages. 9.111.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller hereunder, each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other Party, its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) any misrepresentation or inaccuracy in any Warranty made by such Indemnifying Party, or any failure by such Indemnifying Party to perform or comply with any agreement, obligation, liability, warranty, term, covenant or undertaking contained in this Agreement; (b) any fraud committed by the Indemnifying Party, at any time. 9.211.2. In the event either Party makes any payment pursuant to this Section 10 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties on such payment. 9.311.3. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.411.4. The above indemnity shall take effect upon Closing and shall lapse on the first anniversary of the Closing Date.

Indemnification and Damages. 9.1. 7.1 In consideration of the purchase of the Sale Shares by the Purchaser from the Seller Sellers hereunder, each defaulting Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other non-defaulting Party, its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be maybe (each, an “Indemnified Party” and collectively the “Indemnified Parties”) from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) a. any misrepresentation or inaccuracy in any Warranty made by such Indemnifying defaulting Party, or any failure by such Indemnifying Party Sellers to perform or comply with any agreement, obligation, liability, representation, warranty, term, covenant or undertaking contained in this Agreement; (b) b. any Loss incurred by the Indemnified; c. any fraud committed by the Indemnifying defaulting Party, at any time; d. Taxes, costs, and expenses (including reasonable fees and disbursements) arising in respect thereof, arising out of or in connection with any demand by a Governmental Authority against the Indemnified Party in connection with performance of any obligation under this Agreement. 9.2. 7.2 In the event either Party makes the Company or the Sellers make any payment pursuant to this Section 10 7 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties Parties, or deductible by the Company, on such payment. 9.3. 7.3 The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.4. 7.4 The Indemnifying Parties acknowledge and agree that any payments to be made pursuant to this Section 7 are not in the nature of a penalty but merely reasonable compensation for the loss that would be suffered, and therefore, each Indemnifying Party waives all rights to raise any claim or defence that such payments are in the nature of a penalty and undertakes that it shall not raise any such claim or defence. 7.5 The above indemnity shall take effect upon Closing and but shall lapse on the first anniversary of be applicable for any cause originating prior to the Closing Dateand having cause any Loss to the Indemnified Parties.

Indemnification and Damages. 9.114.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller Sellers hereunder, each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other Party, its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) any misrepresentation or inaccuracy in any Warranty made by such Indemnifying Party, or any failure by such Indemnifying Party to perform or comply with any agreement, obligation, liability, warranty, term, covenant or undertaking contained in this Agreement; (b) any fraud committed by the Indemnifying Party, at any time. 9.214.2. In the event either Party makes any payment pursuant to this Section 10 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties on such payment. 9.314.3. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.414.4. The above indemnity shall take effect upon Closing and shall lapse on the first anniversary of the Closing Date.