Indemnification of Buyer Parties Sample Clauses

Indemnification of Buyer Parties. The Stockholder shall indemnify, defend and hold the Buyer Parties and their respective directors, shareholders, officers, employees, agents, Affiliates, successors and permitted assigns harmless from and against any and all Losses arising out of, resulting from or relating to (a) any breach or non-fulfillment of any covenant or agreement made by the Stockholder under this Agreement, (b) any inaccuracy in, misrepresentation of, or breach of the representations and warranties of the Stockholder contained in Article IV (as modified by the Disclosure Schedules), (c) any Excluded Liability, (d) any Pre-Closing Taxes, (e) Transfer Taxes payable by the Seller Parties under Section 6.13(e), (f) the Pre-Closing Restructuring, or (g) any Assumed Liability within the meaning of such term in the Pre-Closing Restructuring Purchase Agreement (including any Losses relating to the Onondaga Lake Superfund Site).
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Indemnification of Buyer Parties. Each of Sellers and the Stockholders, jointly and severally, shall defend, indemnify and hold harmless Buyers from and against any and all loss, damage, cost (including allocable costs of employees), expense (including court costs, amounts paid in settlement, judgments, reasonable attorneys’ fees or other expenses for investigating and defending), diminution in value, suit, action, claim, deficiency, liability or obligation (collectively, “Loss”) related to, caused by or arising from any (a) Excluded Liability, (b) misrepresentation, breach of warranty or failure to fulfill any covenant or agreement contained herein by any of Sellers or Stockholders, or in any other agreement, instrument or other document delivered pursuant hereto by any of the Sellers or Stockholders, and any and all claims made based upon facts alleged that, if true, would have constituted any such misrepresentation, breach or failure, or (c) as a result of (i) any claim, action, demand or proceedings which is specified in the results of the search made by Xxxxx & Co on the records of the High Court Central Office, Four Courts, Dublin 7 on the date hereof (a copy of which is attached hereto as Schedule 11.2); (ii) any claim, action, demand or proceedings which is brought by on or on behalf of Xxxxx Xxxxxx (including, but not limited to, the matters described in the letter dated 11 May 2006 from Xxxxx Xxxxx & Company Solicitors to Irish Seller and the matters described in the letter dated 3 April 2006 from Xxxxx Xxxxx & Company Solicitors to Irish Seller); (iii) the failure to have any Intellectual Property registered in the name of U.S. Seller, including any and all costs to have the Intellectual Property registered in the name of U.S. Seller and subsequently assigned and transferred to U.S. Buyer in accordance with the Patent Assignment and Trademark Assignment and (iv) any matter set forth in Section 4.31 of the
Sample 1
Indemnification of Buyer Parties. Subject to Closing having occurred, Sellers shall jointly and severally indemnify, defend and hold the Buyer Parties and their directors, shareholders, officers, employees, agents, Affiliates, ERISA Affiliates, successors and assigns harmless from and against any and all Losses arising out of, resulting from or relating to (a) any breach or non-fulfilment of any covenant or agreement made by Sellers under this Agreement, (b) any inaccuracy in, misrepresentation of, or breach of the representations and warranties of Sellers contained in Article IV or of Sellers’ Guarantor contained in Article X, (c) the Excluded Liabilities (including without limitation any liabilities, commitments or obligations relating to the Longview Arbitration), (d) the Excluded Assets, (e) any Environmental Condition relating to KNAC LTD assets and KNAC LTD owned or leased real property which exists on or prior to the Effective Time or which is subsequently asserted but relates to events occurring on or prior to the Effective Time or (f) any claim for withdrawal liability with respect to any Multiemployer Pension Plan to which (i) KNAC INC or its ERISA Affiliates have had an obligation to contribute to or liability thereunder and (ii) which is not identified on Schedule 4.16(t)(ii), that may be made against any of them, on the basis of any theory of liability, whether or not the claim for withdrawal liability relates to the period preceding or following the Closing Date. For avoidance of doubt, the indemnification obligation described in (f) does not apply to any withdrawal by Buyer from a Multiemployer Pension Plan which provides for the exception to the definition of withdrawal for work performed in the building and construction industry under Section 4203(b) of ERISA and the work performed with respect to such Multiemployer Pension Plan by Buyer was performed in the building and construction industry. In all cases, Sellers' liability under (f) with respect to any Multiemployer Pension Plan will be limited to withdrawal liability that has accrued under the Multiemployer Pension Plan as of the Closing Date.
Sample 1
Indemnification of Buyer Parties. (a) Seller shall defend, indemnify and hold harmless Buyer from and against any and all loss, damage, cost (including allocable costs of employees), expense (including court costs, amounts paid in settlement, judgments, reasonable attorneys’ fees or other expenses for investigating and defending), diminution in value, suit, action, claim, deficiency, liability or obligation (collectively, “Loss”) related to, caused by or arising from any (i) Excluded Liability or Excluded Asset, (ii) misrepresentation or breach of warranty or (iii) failure to fulfill any covenant or agreement contained herein by Seller, or in any agreement, instrument or other document delivered pursuant hereto by Seller, and any and all claims made based upon facts alleged that, if true, would have constituted any such misrepresentation, breach or failure. All rights herein are cumulative and are in addition to all other rights and remedies which are otherwise available. All indemnification obligations shall be deemed made in favor of and shall include Losses incurred by any of Buyer’s officers, directors, agents, representatives, subsidiaries, parents, affiliates, successors and assigns.
Sample 1
Indemnification of Buyer Parties. Subject to the terms and conditions of this Article 12, each of AWS and ATG agrees to indemnify and hold harmless the Buyer Parties and their successors and permitted assigns, the Company and their respective Affiliates, on an after-tax basis, against and in respect of any and all claims, demands, losses, damages, costs and reasonable expenses, including, without limitation, reasonable legal fees and expenses ("Damages"), resulting or arising from (a) any failure by any Seller Party to perform or otherwise fulfill or comply with any provision of this Agreement or any Related Agreement, and (b) any breach or violation of any representation or warranty of any Seller Party hereunder or under any Related Agreement (subject to Section 11.1). AWS agrees to indemnify and hold harmless the Buyer Parties and their successors and permitted assigns, the Company and their respective Affiliates, on an after-tax basis, against and in respect of any and all Damages resulting or arising from (x) any Taxes payable by the Company in respect of periods ending on or prior to the Closing Date and (y) the pending litigation described on Schedule 4.13. AWS shall be entitled to any recoveries whatsoever, including, but not limited to damages, attorneys' fees and costs obtained by or on behalf of the Company, in any order or judgment in or settlement of such litigation, whether pursuant to counterclaims asserted by the Company or otherwise. For greater certainty, the AWS Parties shall not be entitled to any contribution from Cantel in respect of any amount the AWS Parties are required to pay pursuant to this Section 12.1.
Sample 1

Related to Indemnification of Buyer Parties

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Indemnification of Purchaser Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Purchaser and their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or such defense once started is subsequently delayed owing to lack of timely payment by the Company of legal fees and expenses or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

  • Indemnification of the Buyer Subject to the other provisions of this Article 7, from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Indemnification of the Purchaser Subject to the provisions of this Section 4.8, the Company will indemnify and hold the Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any Action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such Action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any conduct by such Purchaser Party which constitutes willful misconduct or gross negligence) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any Action shall be brought against the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Action there is, in the reasonable opinion of the Purchaser Party, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). The Company will not be liable to the Purchaser Party under this Agreement (y) for any settlement by the Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Parties shall have the right to settle any Action against any of them by the payment of money provided that they cannot agree to any equitable relief and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. To extent that the Company has made any periodic payments pursuant to the foregoing sentence, and there is a later final and binding determination that the Company was not liable in respect of the related indemnification obligations hereunder, the Company may offset the amounts owing under the Note against such payments. The indemnity agreements contained herein shall be in addition to any cause of Action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

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