Indemnification by Purchasing Entities Sample Clauses
The "Indemnification by Purchasing Entities" clause requires the purchasing party to compensate or protect the seller or other specified parties from losses, damages, or liabilities that arise from the purchaser's actions or omissions. Typically, this means if the purchasing entity causes harm, breaches the agreement, or faces third-party claims related to its conduct, it must cover the resulting costs, including legal fees. This clause serves to allocate risk by ensuring that the seller is not financially responsible for issues caused by the purchaser, thereby promoting fairness and accountability in the transaction.
Indemnification by Purchasing Entities. In order to induce the Selling Entities to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchasing Entities (the “Indemnifying Purchasing Entities“) covenant and agree to and shall jointly and severally indemnify the Selling Entities and their respective officers, directors and affiliates and additionally, in respect of Section 11.2(g), the current and former trustees of the UNOVA Pension Fund and of the ▇▇▇▇▇▇ Pension Plan (collectively, the “Selling Indemnified Parties“) and shall jointly and severally hold the Selling Indemnified Parties harmless against and with respect to any and all Losses suffered or incurred by the Selling Indemnified Parties and resulting from or arising out of:
(a) Misrepresentation or Breach of Warranty Any misrepresentation or breach of any of the representations and warranties of the Purchasing Entities set forth in this Agreement (determined without regard to any materiality qualification contained in any representation or warranty giving rise to any claim for indemnity hereunder) or in any certificate delivered pursuant hereto;
Indemnification by Purchasing Entities. (a) Misrepresentation or Breach of Warranty
(b) Breach of Covenant or Agreement
(c) Assumed Liabilities
(d) Operations of the Business
(e) Performance Bonds; Letters of Credit
(f) UK Employees
(g) Pension Liabilities
Indemnification by Purchasing Entities. In order to induce the Selling Entities to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchasing Entities (the “Indemnifying Purchasing Entities”) covenant and agree to and shall jointly and severally indemnify the Selling Entities and their respective officers, directors and affiliates (collectively, the “Selling Interests”) and shall jointly and severally hold the Selling Interests harmless against and with respect to any and all Losses suffered or incurred by the Selling Interests and resulting from or arising out of:
(a) Misrepresentation or Breach of Warranty Any misrepresentation or breach of warranty by a Purchasing Entity of any of its representations or warranties set forth in this Agreement;