Indemnification by Owners. Subject to the other terms and conditions of this ARTICLE VII, each recipient of Ordinary Shares pursuant to the Allocation Schedule set forth in Schedule A-2, severally and not jointly, in proportion to the number of Ordinary Shares actually received by such recipient as consideration under this Agreement, shall indemnify and defend each of Argo and its Affiliates and their respective Representatives (collectively, the “Argo 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 Argo Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in ARTICLE III of this Agreement, or in any certificate or instrument delivered by or on behalf of the Company pursuant to this Section 2.06(a) of this Agreement (other than in respect of Section 3.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any claim arising out of the Company’s failure to file the appropriate documentation to qualify to do business in the State of Texas;
(c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to ARTICLE VI);
(d) any claim made by any Owner relating to such Owner’s rights with respect to the Merger Consideration;
(e) any expenses incurred by the Company in connection with this Agreement or any Indebtedness of the Company outstanding as of the Closing, to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Argo or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Closing Consideration.
Indemnification by Owners. Owners, jointly and severally, agree to indemnify, defend, and hold harmless with counsel reasonably acceptable to Managers, the Managers and Emeritus from and against all damages, losses, liabilities, obligations, penalties, costs and expenses (including without limitation, reasonable attorneys' fees, court costs and other expenses of litigation) suffered by, or claimed or asserted against, the Managers or Emeritus, directly or indirectly, by any Person based on, arising out of or resulting from the gross negligence or willful misconduct of Owners under this Agreement.
Indemnification by Owners. Subject to Section 14.1(b) hereof, each Owner agrees to defend, indemnify and save the other Owners harmless against and from all claims, loss, damages, costs and expenses, including reasonable attorney's fees, because of bodily injury or death of persons or destruction of property resulting from or arising out of such Owner's construction on and use, occupancy or possession of its Tract or any other Owner's Tract except to the extent caused by the acts or omissions of any of the other Owners.
Indemnification by Owners. To the extent not covered by any insurance maintained by any Owner, each Owner shall defend, indemnify and hold the other Owners harmless for, from and against any and all damages, liabilities, losses, actions, claims, costs and expenses (including reasonable attorneys’ fees and court costs and reasonable attorneys’ fees and court costs on appeal) in connection with the loss of life, personal injury and/or damage to property arising from or out of the indemnifying Owner’s use of the Access Easement Area and the Parking Easement Area or in connection with the failure to comply with the provisions of this Agreement.
Indemnification by Owners. Subject to the other provisions of this Article VIII, each Owner agrees to (on a several and not joint basis in accordance with Section 8.4(d)) 67350961.11 indemnify, defend and hold harmless Buyer Indemnified Parties from and against and shall pay to Buyer Indemnified Parties the amount of, or reimburse Buyer Indemnified Parties for, any and all Damages that Buyer Indemnified Parties incur as a result of, or with respect to (and whether or not in connection with any third-party claim):
(a) the inaccuracy or breach of any representation or warranty contained in or made pursuant to this Agreement;
(b) the non-compliance with or failure to perform any agreement or covenant of such Owner or Sellers contained in or made pursuant to this Agreement;
(c) any and all of Sellers’, Owners’ and the Companies’ Transaction Expenses to the extent not paid concurrent with the Closing and any Transaction Bonuses to the extent not paid concurrent with the Closing;
(d) any and all of Sellers’, Owners’ and the Companies’ Indebtedness to the extent not paid concurrent with the Closing;
(e) any Indemnified Taxes;
(f) any fraud, willful misconduct or criminal acts of such Owner, or, with respect to any period prior to the Closing Date, any Company;
(g) the matters specifically described on Schedule 8.2(g); and
(h) any claim asserted by a third party relating to or resulting from any of the foregoing items (a) through (g).
Indemnification by Owners. Owner(s) agree to indemnify and hold Broker and Broker’s representatives, agents, sub-agents and cooperating broker harmless for any damages or costs that Broker or Broker’s representatives, agents, sub-agents and cooperating broker may incur because of Owner’s failure to disclose any violations or defects and/or for any dangerous conditions on the subject property. Owner(s) shall indemnify and hold Broker and Broker’s representatives, agents, sub-agents and cooperating broker harmless from any and all liability for any reason as a result of injury to persons or damage or loss to property arising out of the showing of the above described property pursuant to this listing. EXCLUSIVE RIGHT-TO-SELL LISTING AGREEMENT Residential/Condo/Vacant Address:
Indemnification by Owners. (a) Subject to Sections 12.3 through 12.6, each Owner shall, severally and not jointly, indemnify and hold harmless RCG, the Surviving Corporations and their respective officers, directors, agents or affiliates, from and against any and all demands, claims, actions or causes of action, assessments, losses, diminution in value, damages (including special and consequential damages), liabilities, costs and expenses, including but not limited to reasonable attorneys' fees ("Losses"), suffered or incurred by any such party by reason of or arising out of any of the following:
(i) the breach of any representation or warranty contained in Article 6 hereof or in any document or instrument delivered by such Owner in connection with the Merger Documents; and
(ii) the non-fulfillment of any covenant or agreement of such Owner contained in the Merger Documents.
Indemnification by Owners. (a) From and after the Closing, subject to Sections 9.4 through 9.8, each Owner shall, severally and not jointly, indemnify and hold harmless each Purchaser and its respective officers, directors, agents or affiliates, from and against any and all Losses, suffered or incurred by any such Purchaser by reason of or arising out of any of the following:
(i) the breach of any representation or warranty contained in Article 4 hereof by such Owner or in any document or instrument delivered by such Owner in its, his or her individual capacity in connection with this Agreement or the other Acquisition Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; and
(ii) the breach or non-fulfillment of any covenant or agreement of such Owner contained in this Agreement or in any document or instrument delivered by such Owner in its, his or her individual capacity in connection with this Agreement or the other Acquisition Documents.
(b) No claim for indemnification with respect to any alleged misrepresentation or breach of warranty may be made under this Section 9.2 after the third (3rd) anniversary of the Closing Date; provided, however, that the right to indemnification shall extend beyond such period with respect to any specific claim for indemnification for which written notice, specifying in reasonable detail the nature of the claim, was given to an Owner during such period but shall expire on the expiration of the applicable statutes of limitations unless an action has been brought with respect thereto.
Indemnification by Owners. From and after the Closing, each Owner shall indemnify and hold harmless Manager, its successors and assigns and its officers, directors, employees, agents and any Person who controls any of the foregoing within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Manager Party") from and against any Losses that such Indemnified Manager Party may sustain, suffer or incur and that result from, arise out of or relate to (i) the use, ownership, possession, operation, leasing, management or any other activities related to such Owner's Managed Assets prior to the commencement of the Term or any activities of any Owner or of any Affiliate of any Owner (excluding Manager, if for some reason Manager falls within the definition of an Affiliate of an Owner), (ii) any Excluded Liability related to such Owner's Managed Assets, (iii) any apportionments allocated to such Owner pursuant to Section 2.3(d) hereof, and (iv) any breach by such Owner of any covenant, obligation or warranty contained herein.
Indemnification by Owners. Each Owner ("Indemnifying Owner"), to
