INDEMNITIES AND ADDITIONAL COVENANTS Sample Clauses

INDEMNITIES AND ADDITIONAL COVENANTS. 16 8.1. Sellers' Indemnity.............................................16 8.2. Buyer's Indemnity..............................................17 8.3. Bulk Sales Compliance..........................................18 8.4.

INDEMNITIES AND ADDITIONAL COVENANTS. Section 7.01. 00 Survival. All representations, warranties, covenants, and obligations in this Agreement, the Schedules, Exhibits, and any other certificate or document delivered pursuant to this Agreement will survive the Closing until the termination of the indemnification provisions contained in Sections 7.02 and 7.03 hereof with respect to such representation, warranty or covenant. Xxxx acknowledges that the Xxxxxxx Entities have not made any representations or warranties other than as set forth in this Agreement or the schedules or exhibits attached hereto. Section 7.02. 00 The Xxxxxxx Entities' Indemnity. (a) Each of the Xxxxxxx Entities (collectively, the "Xxxxxxx Indemnifying Parties") hereby jointly and severally indemnify and hold Xxxx and its affiliates, and their respective officers, directors and shareholders and their successors and permitted assigns (each, a "Xxxx Indemnified Party"), harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations, claims of any kind, including, without limitation, reasonable attorneys' fees and other legal costs and expenses and diminution in value, whether or not involving a third party claim (hereinafter referred to collectively as "Losses"), that any Xxxx Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by the Xxxxxxx Entities in or pursuant to this Agreement; and (ii) any failure of the Xxxxxxx Entities to carry out, perform, satisfy and discharge any of their covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by the Xxxxxxx Entities pursuant to this Agreement; provided, however, that the Xxxxxxx Indemnifying Parties shall not be required to indemnify and hold the Xxxx Indemnified Parties harmless pursuant to Section 7.02(a)(i) or (ii) unless such right is asserted (whether or not the Losses have actually been incurred) by written notice to the Xxxxxxx Indemnifying Parties within 18 months of the Effective Time describing with specificity the facts giving rise to the asserted right (unless such right is asserted pursuant to the representations and warranties set forth in Section 3.04, in which event there shall be no time limitation on where such right is asserted); provided, further, that no Xxxx Indemnified Party shall be entitled to recover ...

INDEMNITIES AND ADDITIONAL COVENANTS. 26 ------------------------------------ Section 12.01. Sellers' Indemnity........................26 Section 12.02. Buyers' Obligation in Respect of Companies in Liquidation.............................27 Section 12.03. Indemnity Amounts to be Computed on After-Tax Basis...........................27 ARTICLE XIII MISCELLANEOUS.....................................28 ------------- Section 13.01. Governing Law and Jurisdiction............28 Section 13.02. Notices...................................28

INDEMNITIES AND ADDITIONAL COVENANTS. Section 8.1 Seller's Indemnity..............................

INDEMNITIES AND ADDITIONAL COVENANTS. 00 Survival. All representations, warranties, covenants, and obligations in this Agreement, the Schedules, Exhibits, and any other certificate or document delivered pursuant to this Agreement will survive the Closing until the termination of the indemnification provisions contained in Sections 8.02 and 8.03 hereof with respect to such representation, warranty or covenant. Buyer acknowledges that Sellers have not made any representations or warranties other than as set forth in this Agreement or the schedules or exhibits attached hereto.

INDEMNITIES AND ADDITIONAL COVENANTS. 13 Section 7.01. Survival...............................................13 Section 7.02. The Goldman Entities'Indemnity.........................13 Section 7.03. Xxxx'x Indemnity.......................................15 Section 7.04. Sole and Exclusive Remedy..............................17 Section 7.05. Further Assurances.....................................17 Section 7.06. Mutual Release.........................................18 Section 7.07. Termination of Transaction Documents...................19 ARTICLE VIII MISCELLANEOUS..................................................19

INDEMNITIES AND ADDITIONAL COVENANTS. Section 8.1. Parent’s and Seller’s Indemnity.

INDEMNITIES AND ADDITIONAL COVENANTS. Section 8.1. Seller’s Indemnity. Section 8.2. Buyer’s Indemnity. Section 8.3. Arbitration of Indemnity Claims. Section 8.4. Bulk Sales Compliance.

INDEMNITIES AND ADDITIONAL COVENANTS. Section 8.1.

INDEMNITIES AND ADDITIONAL COVENANTS