Indemnification and Setoff. (a) From and after the Closing, each Contributor agrees to indemnify, defend and hold the Company and its Affiliates, and their respective directors, officers, managers, partners, shareholders, members, subsidiaries, employees, agents and representatives harmless from and against any and all liabilities, damages, losses (including impairment to the value of any real or personal property asset, whether tangible or intangible), obligations, actions, suits, proceedings, claims, demands, judgments, and settlements, whether asserted by third parties or incurred or sustained in the absence of third-party claims, costs and expenses (including interest, penalties and reasonable attorneys’ fees) and all amounts paid in investigation, defense or settlement of any of the foregoing related to or arising, directly or indirectly, out of or resulting from any breach by the Contributor of any of its representations and warranties, covenants or agreements in this Agreement.
Indemnification and Setoff. You hereby agree that except as explicitly provided otherwise herein, upon delivery of the Digital Assets purchased or sold by you from or to the Exchange, as the case may be, you will not be entitled to any credit or refund and all such purchases and sales are final. QuantDART’s obligations towards you will be absolutely discharged upon delivery of the Digital Assets to you (in case of a buy transaction), or the consideration for the Digital Assets to you (in case of a sell transaction), as the case may be, and you shall have no claim or right against QuantDART upon such delivery. You further agree that any funds or other assets which you have deposited with an Exchange and/or which you are entitled to from and/or through such Exchange may be set off by either the Exchange and/or QuantDART and used as collateral in order to secure the fulfilment of your obligations herein. In addition, you hereby agree that any payment to be made by you with respect to the Services which is not made by its due date shall bear interest thereon at the maximum rate permitted by law at the time payment is due, computed from the original due date until paid, and that you shall be liable to pay any payments or fees arising from such late payments.
Indemnification and Setoff. 6.1 General Indemnity from WEI/Exchangers. WEI and Exchangers agree to indemnify, defend and hold harmless CP and its respective successors and assigns (the "CP Indemnified Parties") from and against any Claims (hereinafter defined). Claims, as used in this paragraph, include any claims, damages, liabilities, penalties, actions, suits, proceedings, demands, assessments, costs and expenses, including reasonable attorneys' fees and expenses of investigation, incurred by any CP Indemnified Party (or WEI or any of WEI's subsidiaries after Closing) arising from or related to (i) any breach of any representation, warranty, covenant or agreement made by WEI or Exchangers to CP in this Agreement or any related agreement hereto, (ii) any suit, liability or obligation arising from or as a result of implementing the transactions contemplated hereby this Agreement, or (iii) any liability of WEI, VDPI or any of WEI's subsidiaries that arose as a result of actions or inactions of WEI or any of its subsidiaries prior to the Closing that were not revealed to CP prior to Closing or reflected in the WEI Financial Statements.
Indemnification and Setoff. After the Closing Date, the Seller shall indemnify, defend and hold harmless the Purchaser as hereinafter provided against and in respect of any and all damage, loss, liability, cost or expense (including, unless otherwise provided herein, the reasonable fees and expenses of counsel and any tax liability resulting from any indemnity payment made hereunder) resulting from, or in respect of, (a) any misrepresentation or breach of warranty of the Seller or nonfulfillment of any obligation on the part of the Seller under this Agreement, or from any misrepresentation in or omission from any certificate, Schedule, Exhibit, related agreement, financial statement, or instrument delivered by or on behalf of the Seller hereunder, and (b) all expenses and costs, including but not limited to legal fees, reasonably paid or incurred in connection with any of the foregoing. Without limiting its other rights and remedies hereunder, and in addition to its rights and remedies in this Agreement provided, the Purchaser shall have the right to withhold and setoff against payments otherwise due and payable to the Seller hereunder the amount of any damages either suffers as a result of any breach by the Seller of any representation, warranty, agreement or term hereof or of the Stock Purchase Agreement and for any and all amounts with respect to which the Purchaser is entitled to indemnification as provided in this Section 3.4 hereof.
Indemnification and Setoff. You hereby agree that except as explicitly provided otherwise herein, upon delivery of the Digital Assets purchased or sold by you from or to the DATF, as the case may be, you will not be entitled to any credit or refund and all such purchases and sales are final.
Indemnification and Setoff
