Indemnification by Buyer and the Company Sample Clauses

Indemnification by Buyer and the Company. (a) Subject to the provisions of Section 7.4, from and after the Closing Date, the Buyer and the Company shall jointly and severally indemnify and defend, save and hold the Seller and its directors, officers, employees, Affiliates, successor and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless if any Seller Indemnified Party shall suffer or incur any Loss, without duplication, arising out of, relating to or resulting from, any and all Seller Indemnified Events under Section 7.2(b).
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Indemnification by Buyer and the Company. Subject to the remaining provisions of Article IX and this Agreement, Buyer and the Company shall jointly and severally indemnify and hold harmless Cyprus Amax, Energy, each other Continuing Affiliate and each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Cyprus Amax Indemnified Parties") from and after the Closing, from and against any and all Losses incurred by or asserted against any of the Cyprus Amax Indemnified Parties to the extent arising out of or resulting from (a) the current, former or future businesses, assets, liabilities, operations, other activities or employees (whether current or former) of the Company or any of its Subsidiaries, whether arising prior to, at or after the Closing, including any of the foregoing relating to the Environment (including any claim asserting the responsibility or liability of Cyprus Amax, its Affiliates, and their respective Representatives, as an owner or operator, either derivatively or directly, by way of Cyprus Amax', its Affiliates', and their respective Representatives' previous ownership or control over the Company or any of its Subsidiaries, or their participation in the operations or activities of the Company, any of its Subsidiaries or the properties or assets thereof), except to the extent the Liability was expressly retained or assumed by Cyprus Amax or one or more of the Continuing Affiliates pursuant to this Agreement or any Related Agreement (which for purposes of clarification shall not include the making of any representation or warranty that has then expired), (b) any of the discontinued operations of the Company or any of its current or former Subsidiaries, (c) any Liability reflected on the Financial Statements (or the notes thereto) or the Closing Statements or given effect to (including as a charge to earnings prior to Closing) in determining the Equity Value, Adjusted Equity Value or Buyer Debt Amount, (d) the breach or inaccuracy of any representations or warranties in this Agreement (including the Schedules hereto) or any certificates delivered in connection herewith or any failure to comply, in whole or in part, with the covenants or agreements made by Buyer in this Agreement, (e) any financing activities undertaken by Buyer or any of its Affiliates in connection with the transactions contemplated hereby, or (f) any fraudulent acts of Buyer in connection herewith.
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Indemnification by Buyer and the Company. Subject to the other terms and conditions of this Article VII, Buyer and the Company, jointly and severally, shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any of Seller Indemnitees based upon, arising out of, with respect to or by reason of:
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Indemnification by Buyer and the Company. Subject to the remaining provisions of Article IX, Buyer and the Company, jointly and severally, agree to indemnify each of Cyprus Amax and Specialty and their respective Affiliates against and hold them harmless from any and all Losses to the extent arising from the breach or inaccuracy of any representations or warranties of Buyer or any failure to comply, in whole or in part with the covenants or agreements made by Buyer or, upon Closing, the Company (as to matters to be performed after the Closing) in this Agreement (including the Schedules hereto) or any certificate delivered by either of them in connection herewith.
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Indemnification by Buyer and the Company. Subject to the terms and conditions of this Article 9, after the Closing, Buyer and the Company, jointly and severally, shall indemnify, defend, and hold each Stockholder and their respective heirs, Affiliates, and permitted successors and assigns (the “Stockholder Group”) harmless from and against all Damages suffered or paid, directly or indirectly, as a result or arising out of:
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Indemnification by Buyer and the Company. (a) From and after the Closing, Buyer shall indemnify, defend, save and hold harmless Seller, its Affiliates, heirs and personal representatives and their respective Representatives (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any Seller Indemnified Party and arising out of or resulting from (i) any breach of any representation or warranty given or made by Buyer in this Agreement or other instrument or agreement delivered pursuant to Article VII or (ii) any breach of any covenant or agreement made by the Buyer in this Agreement or any breach of any covenant or agreement to be performed from and after the Closing made by the Company in this Agreement or other instrument or agreement delivered pursuant to Article VII.
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Indemnification by Buyer and the Company. Subject to the remaining provisions of Article IX and this Agreement, Buyer and the Company shall jointly and severally indemnify and hold harmless CEX, any Continuing Affiliate and each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "CEX Indemnified Parties") from and against any and all Losses incurred in connection with, arising out of, resulting from (a) current, former or future businesses, assets, liabilities, operations, other activities or employees (whether current or former) of the Company or any of its Subsidiaries, whether arising prior to, at or after the Closing, including any of the foregoing relating to any Liability reflected on the Financial Statements (or the notes thereto) or to any of the discontinued operations of the Company or any of its current or former Subsidiaries, (b) from and against any Losses to the extent arising from the breach or inaccuracy of any representations or warranties in Sections 3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.6, 3.1.7, 3.1.8, 3.1.10 and 3.1.14 or any failure to comply, in whole or in part, with the covenants or agreements made by Buyer in this Agreement, (c) from and against any Losses arising out of or resulting from any financing activities undertaken by Buyer or any of its Affiliates in connection with the transactions contemplated hereby, and (d) from and against any Losses incurred by any CEX Indemnified Party in connection with any of the Plan Obligations. The parties hereby agree that the obligation of Buyer and the Company under this Section 9.3 shall include any claim for Losses asserted against the CEX Indemnified Parties, as an acquiror, owner or operator, either derivatively or directly, by way of CEX, its Affiliates', and their respective Representatives' previous ownership or acquisition of or control over the Company or any of its Subsidiaries, or their participation in the operations, acquisitions or activities of the Company or any of its Subsidiaries. Without limiting the foregoing and unless otherwise agreed by the parties, in the event any CEX Indemnified Party is a named defendant in any proceeding that is the subject of the indemnification obligations of this Section 9.3, Buyer and the Company shall use their reasonable best efforts to have such CEX Indemnified Party promptly removed as a party to such litigation.
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Related to Indemnification by Buyer and the Company

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

  • Indemnification by the Company and the Guarantors The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Purchasers Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Indemnification of the Company and the Guarantors Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists of the following information in the Preliminary Offering Memorandum and the Offering Memorandum: the information contained in the first and second sentences of the thirteenth paragraph and in the fifteenth paragraph, in each case under the caption “Plan of Distribution.”

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