Indemnification and Set Off. In addition to the other rights now or hereafter conferred by Applicable Law and those described in subsection 5.6.2 and Section 7.10, and without limiting such rights, following the occurrence of an Event of Default which is continuing, each Lender and the Agent is hereby authorized by each Obligor, at any time and from time to time, subject to the obligation to give notice to the Borrower subsequently and within a reasonable time, to set off, indemnify, compensate, use and allocate any deposit (general or special, term or demand, including any debt evidenced by certificates of deposit, whether or not matured) and any other debt at any time held or due by a Lender to an Obligor or to its credit or its account, with respect to and on account of the Loan Obligations and the Other Supported Obligations, including, without limitation, the accounts of any nature or kind which flow from or relate to this Agreement or the other Loan Documents, and whether or not the Agent has made demand under the terms hereof or has declared the amounts referred to in Section 15.2 as payable in accordance with the provisions of that Section and even if such obligation and Debt or either of them is a future or unmatured Debt.
Indemnification and Set Off. (a) Supplier will indemnify and Purchaser (and its parent, subsidiaries and affiliates, and their respective agents, officers, directors, employees, representatives, successors and permitted assigns) harmless from and against any losses, claims, damages, costs, penalties, fines, liabilities or expenses (including court costs, litigation expenses and reasonable attorneys' fees) (collectively "CLAIMS"), related to a breach of any warranty given by Supplier under this Agreement, the provision of Goods hereunder or any negligent act or failure to act by Supplier or any of Supplier's employees, agents, officers or contractors.
Indemnification and Set Off. (a) Indemnification by Seller and Stockholders ------------------------------------------ Seller and Stockholders, jointly and severally, agree to defend, indemnify and hold Buyer and its officers, directors, shareholders, employees, and agents harmless from and against any damages, liabilities, losses and expenses (including, without limitation, reasonable attorneys' fees) of any kind or nature whatsoever which may be sustained or suffered by Buyer or its officers, directors, shareholders, employees and agents, arising out of, based upon, or by reason of a breach of any representation or warranty, or a failure to perform any agreement or covenant, made by Seller or Stockholders in this Agreement or in any Exhibit, Schedule, Certificate or other document delivered hereunder, or arising out of, based upon, or by reason of any claim, action or proceeding asserted, instituted or arising out of any matter or thing covered by such breached representations, warranties, agreements or covenants. Notwithstanding anything to the contrary herein, Seller and Stockholders will have no liability for indemnification until the total of such damages, liabilities, losses and expenses exceeds Thirty Thousand Dollars ($30,000) and will have no liability to indemnify Buyer for damages, liabilities, losses and expenses that exceed the Purchase Price. In addition, Seller and Stockholders, jointly and severally agree to defend, indemnify and hold Buyer and its officers, directors, shareholders, employees, and agents harmless from and against any and all claims, liabilities and obligations relating to Excluded Liabilities or arising out of the operation of any business carried on by Seller and/or Stockholders on or prior to the Closing Date which do not constitute Assumed Liabilities.
Indemnification and Set Off. 8.1 Indemnity by the Vendors and the Company.
Indemnification and Set Off. 8.1 Indemnity by Sonora Copper and the Subsidiary
Indemnification and Set Off. 31 8.1 Indemnity by Sonora Gold and the Subsidiaries 8.2 Provisions Relating to Indemnity Claims 31 ARTICLE 9 GENERAL PROVISIONS 33 9.1 Further Assurances 33 9.2 Notices 33 9.3 Counterparts 35
Indemnification and Set Off. 8.1 Indemnity by Sonora Gold and the Subsidiaries
Indemnification and Set Off. 35 8.01. Indemnity by SoftQuad and the Vendor........................35 8.02. Indemnity by the Purchaser..................................36 8.03. Provisions Relating to Indemnity Claims.....................36 8.04. Right to Set -Off...........................................38
Indemnification and Set Off. 8.01. Indemnity by SoftQuad and the Vendor ------------------------------------
Indemnification and Set Off
