Indemnification for Breaches Sample Clauses

Indemnification for Breaches. (i) Indemnification by the Company, the Subsidiaries, and the New L.L.C. Each of the Company, the Subsidiaries, and the New L.L.C., jointly and severally, will indemnify the Purchaser and its affiliates and each of their respective shareholders, partners, members, directors, officers, employees, agents and Affiliates (collectively, the "Purchaser Indemnified Persons") against and hold each Purchaser Indemnified Person harmless from any and all liabilities, losses, damages, costs, expenses (including without limitation, reasonable attorneys' fees and expenses) (collectively "Losses") that the Purchaser Indemnified Persons may incur or become subject to arising out of or due to:
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Indemnification for Breaches. OF REPRESENTATION AND WARRANTIES; INDEMNIFICATION PROCEDURES......................................................................................18
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Indemnification for Breaches. Each of the parties hereto (hereafter, the "Indemnifying Party") will severally (in the same percentage as the Purchase Price allocation set forth on Schedule 2.2 hereto) indemnify and hold harmless the other party and its respective representatives,
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Indemnification for Breaches. Each of the parties hereto (hereafter, ---------------------------- the "Indemnifying Party") will severally indemnify and hold harmless the other party and its respective representatives, successors and assigns, and any officer, director, agent or employee of any such person or entity (hereafter, collectively the "Indemnified Parties"), from and against any damages, loss, cost, expense, obligation, claim or liability, including reasonable attorneys' fees and reasonable third-party expenses of investigating, defending or prosecuting litigation (collectively, the "Damages") suffered by the Indemnified Parties, arising from or by reason of the breach by or any inaccuracy of any warranty, representation or covenant made by the Indemnifying Party. Indemnification pursuant to this Section 9.1 shall be the sole and exclusive remedy for any breach of this Agreement by any parties hereto.
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Indemnification for Breaches. (a) The Company and the Founder shall jointly and severally indemnify and hold harmless Investor (including its officers, directors, agents, attorneys and employees), against all Damages incurred by the indemnified party or parties as a result of or in connection with any claim arising out of (i) any inaccuracy in or the breach by the Founder or the Company of any representation, warranty or covenant contained in this Agreement or in any other agreement entered into pursuant to the terms and conditions of this Agreement (including, without limitation, the Transaction Documents); (ii) the operation of the Business prior to the date hereof; (iii) employee related claims relating to events that occurred prior to the date hereof; and (iv) any liability of the Company for taxes. (b) Investor shall indemnify and hold harmless the Company (including its officers, directors, agents, attorneys and employees) against all Damages incurred by the Company in connection with any inaccuracy in or breach by Investor of any representation or warranty of Investor under Article III of this Agreement.
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Indemnification for Breaches. Each of the Founders, severally, ---------------------------- on behalf of himself and his successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 6, "Founders"), agrees to defend, indemnify, save and hold each of the Investors and, from and after the Closing, the Company and persons serving as officers, directors, partners, employees or agents of each Investor and the Company (individually an "Indemnified Party" and collectively the "Indemnified Parties") harmless from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims, taxes and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing which may be sustained or suffered by any such Indemnified Party (a "Loss" or "Losses"), based upon, arising out of, resulting from, by reason of or otherwise in respect of or in connection with: (a) any inaccuracy in or breach of any representation or warranty made by the Founders or the Company in this Agreement, or in any Schedule, exhibit or certificate delivered by or on behalf of the Founders or the Company as part of or pursuant to this Agreement (collectively, "Warranty Claims"); (b) any breach of the representations set forth in Section 2.4 relating to the capital stock and capitalization of the Company and Section 2.16 relating to investment banking or brokerage fees or any covenant or agreement made by or on behalf of the Founders or the Company in this Agreement, or in any Schedule, exhibit or certificate delivered by or on behalf of the Founders or the Company as part of or pursuant to this Agreement; (c) any liability of the Company for Taxes arising from an event or transaction prior to the Closing or as a result of the Closing which have not been paid by the Company prior to the Closing, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Company; or (d) any liability of the Company arising from the defense or disposition of Data Dynamics, Inc. v. R&D Systems Company (which for purposes ------------------------------------------ of this Section 6 shall be deemed to be a Warranty Claim). The rights of Indemnified Parties to recover indemnification in respect of any occurrence referred to in either of clauses (b), (c) and (d) of this ...
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Indemnification for Breaches 
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Related to Indemnification for Breaches

  • Liability for Breach of Agreement Upon the effectiveness of this Agreement, the Parties hereto shall perform their respective obligations under the Agreement. Any failure to perform the obligations stipulated in the Agreement, in part or in whole, shall be deemed as breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of the breach.

  • Liability for Breach The Grantee hereby indemnifies the Corporation and holds it harmless from and against any and all damages or liabilities incurred by the Corporation (including liabilities for attorneys’ fees and disbursements) arising out of any breach by the Grantee of this Agreement, including, without limitation, any attempted Disposition in violation of Section 2.1 hereof.

  • Termination for Breach Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of prior written notice from such Party thereof.

  • Remedy for Breach In the event of any actual or threatened breach of any of the provisions of this Section 11 by the Architectural Designer, and in addition to any other remedies that may be available to the School District in law or equity, the School District shall be entitled to a restraining order, preliminary injunction, permanent injunction, or other appropriate relief to specifically enforce the terms of this Section 11. The parties agree that a breach of the terms of this Section 11 by the Architectural Designer would cause the School District injury not compensable in monetary damages alone, and that the remedies provided herein are appropriate and reasonable.

  • Liability for Breach of Contract 1. Party A and Party B shall strictly perform the terms stipulated in the agreement. If one party breaches the contract, the breaching party shall bear the liability for breach of contract according to the contract. 2. If the product is delivered by Party A to Party B and Party B fails to raise any objection to the product quality within the acceptance period, Party B shall not apply for return or replacement; If the product quality problems caused by Party B due to Party B's reasons or the intervention of a third party, which are not caused by the product itself, and caused by Party B's failure to raise any objection within the time limit since the date of acceptance, Party A can repair and rework the products, and Party B shall bear the rework service fee, material fee, processing fee, labor wages and other expenses incurred by Party A; 3. If the payment is not made in advance and then delivered, the ownership of the goods stipulated in this agreement still belongs to Party A before Party B pays off the payment, and Party A has the right to take back the goods at any time. Meanwhile, before this, Party B shall properly keep the goods and ensure that they are intact. If there is any damage, Party B shall compensate Party A according to the price of the goods agreed in the agreement. If the amount is not enough to make up for the losses, it shall also compensate Party A for all losses. 4. If Party B violates the agreement or refuses to perform the cooperation content during the cooperation period of this agreement, and refuses to perform or even withdraws from the cooperation after being urged by Party A, Party A has the right not to return the initial fee paid by Party B as a security deposit; At the same time, Party B shall cooperate with Party A to return all cooperation materials such as cooperation project materials and trademark product authorization documents, and compensate all economic losses suffered by Party A; 5. If Party B violates this agreement and causes losses to Party A, all expenses (including but not limited to attorney fees, legal fees, arbitration fees, announcement fees, preservation fees, guarantee fees, appraisal fees and auction evaluation fees) incurred by Party A for safeguarding its own legitimate rights and interests shall be borne by Party B; 6. If Party B cancels or changes the order without authorization, it shall pay 20% of the order price as liquidated damages and compensate Party A for all losses such as stocking, labor and profit.

  • REMEDY FOR BREACH OF WARRANTY 3.1. Subject to the exclusions and limitations set out above, if the Product fails to comply with the Limited Warranty in clauses 1.2 or 1.3, BYD will repair or replace the non-conforming Product or parts thereof within the warranty term at no charge (or provide a partial refund) on the following conditions. 3.2. Whether to repair or replace the Product will be determined by BYD in its sole discretion. 3.3. The Product or any of its parts to be replaced will have the same performance and reliability as the original Product. If the Production of the relevant type of the Product or any of its parts has been discontinued, withdrawn from the market, or are otherwise unavailable, BYD may replace the Product or parts with a similar Product or part (which may include previously used parts that are equivalent to new in performance and reliability). 3.4. If BYD does not repair or replace the defective Product or parts, BYD will refund You an amount of money calculated as follows: a) If the Product fails to comply with the Limited Performance Warranty in clause 1.3, BYD may calculate the refund using one of the two refund formulas below: i) Refund = maximum claim amount* x (warranted Minimum Throughput Energy - output energy of the Product recorded in the control module of the Product)/ warranted Minimum Throughput Energy; or ii) Refund = maximum claim amount* x (warranted remaining Useable Energy - remaining Useable Energy)/ warranted Usable Energy; and b) If the Product cannot be operated, BYD will calculate the refund as follows: Refund = (maximum claim amount*/120) x (120 - number of months since Warranty Start Date). *The maximum claim amount is the market value of the Product (or an equivalent Product) determined by BYD if it were purchased new with no defects. 3.5. The remedies as set out above are the sole and exclusive obligations of BYD to You under this Limited Warranty, and BYD will have no other liability to You if the Product fails to comply with the Limited Warranty.

  • Liabilities for Breach 9.1 The Parties agree and confirm that, if any of the Parties (the “Breaching Party”) is materially in breach of any provision hereof, or materially fails or delays in performing any of the obligations hereunder, a breach hereof is constituted (a “Breach”), and any of the other Parties which does not commit any Breach (a “Non-breaching Party”) has the right to require that the Breaching Party rectify it or take a remedial action within a reasonable period. If the Breaching Party fails to rectify the Breach or take remedial actions within the reasonable period or within ten (10) days of the other Party’s written rectification notice, then: 9.1.1. if any Shareholder or the Company is the Breaching Party, the WFOE is entitled to terminate this Agreement and require the Breaching Party to indemnify it against its damage; 9.1.2. if the WFOE is the Breaching Party, each of the Non-defaulting Parties is entitled to require the Breaching Party to indemnify it against its damage; but unless otherwise provided for by law, in no case does it have the right to terminate or cancel this Agreement. 9.2 Notwithstanding any other provision herein, the effect of this Article 9 shall not be affected by the suspension or termination of this Agreement.

  • Liabilities for Breach of Contract 11.1 The Parties agree and acknowledge that, if any Party (“Defaulting Party”) is materially in breach of any provision of this Agreement, or materially fails to perform or delays in performing any of its obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”), and the non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial actions within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period of time or ten (10) days from the receipt of the written notice from the non-defaulting Party requiring such rectification, the non-defaulting Party shall be entitled to make a decision at its sole discretion: 11.1.1 the WFOE shall be entitled to terminate this Agreement and claim from the Defaulting Party for damages if the Defaulting Party is any of the Existing Shareholders or the Company; 11.1.2 the non-defaulting Party shall be entitled to claim from the Defaulting Party for damages if the Defaulting party is the WFOE, provided that under no circumstances shall the Non-defaulting Party be entitled to terminate or rescind this Agreement unless otherwise provided by laws. 11.2 Notwithstanding anything to the contrary in this Agreement, this Article shall survive the termination of this Agreement.

  • For Breach A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

  • Remedies for Breaches of This Agreement Section 8.1 Survival of Representations and Warranties

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