Indemnity Against Suits and Claims Sample Clauses

Indemnity Against Suits and Claims. For a period of two (2) years after the Closing Date, Buyer hereby indemnifies and holds harmless Seller and Shareholder from all liabilities, suits, claims, demands, damages, fees, costs and expenses (including reasonable attorneys' and accountants' fees) arising out of the incorrectness of any representation or warranty or the breach of any agreement or covenant of Buyer under this Agreement. Upon written demand by Seller or Shareholder, Buyer shall defend against any liabilities, suits, claims and demands which may arise from the incorrectness of those representations or warranties or the breach of those covenants and agreements. Buyer shall retain counsel 26 reasonably satisfactory to Seller and Shareholder and conduct any defense diligently and shall keep Seller and Shareholder advised of the status of such defense. If Buyer is called upon to defend, Seller and Shareholder shall be entitled to participate through counsel of their own choice, in any such defense, at Seller's or Shareholder's expense.
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Indemnity Against Suits and Claims. For a period of two (2) years after the Closing Date, Seller and Shareholder hereby jointly and severally indemnify and hold harmless MSII and Buyer from all liabilities, suits, claims, demands, damages, fees, costs and expenses (including reasonable attorneys' and accountants' fees) arising out of the incorrectness of any representation or warranty or the breach of any agreement or covenant of Seller or Shareholder under this Agreement. Upon written demand by Buyer, Seller and Shareholder shall defend against any liabilities, suits, claims and demands which may arise from the incorrectness of those representations or warranties or the breach of those covenants and agreements. Seller and Shareholder shall retain counsel reasonably satisfactory to Buyer and conduct any defense diligently and shall keep Buyer advised of the status of such defense. If Seller is called upon to defend, Buyer shall be entitled to participate, through counsel of its own choice, in any such defense, at Buyer's expense. With respect to the representations and warranties contained in Sections 4.8, 4.10, 4.12 and 4.21 which are made to the best of Seller's or Shareholder's knowledge, if it is discovered by Seller, Shareholder or Buyer that the substance of such representation and warranty is inaccurate, then notwithstanding Seller's or Shareholder's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made or at the Closing Date, Seller and Shareholder shall indemnify MSII and Buyer in accordance with this Section 14.2 as if the applicable representation or warranty was breached. 25
Sample 1
Indemnity Against Suits and Claims. Without in any way limiting any of the rights of Buyer, subject to Paragraphs 14(c) and 14(d), Sellers hereby indemnify and hold harmless Buyer from all liabilities, suits, claims, demands, damages, fees, costs and expenses (including reasonable attorney's and accountant's fees) arising out of the incorrectness of any representation or warranty or the breach of any agreement or covenant of Sellers under this Agreement, plus all attorney's fees and cost incurred by Buyer in pursuing its rights. Upon written demand by Buyer, Sellers shall defend against any liabilities, suits, claims and demands which may arise from the incorrectness of those representations or warranties or the breach of those covenants and agreements, subject to Paragraphs 14(c) and 14(d). Sellers shall conduct any defense diligently and shall keep Buyer advised of the status of such defense. If Sellers are called upon to defend, Buyer shall be entitled to participate, through counsel of their own choice, in any such defense, at Buyer's expense. Buyer shall not settle or compromise any liability, suit, claim or demand for which Sellers are to provide indemnification hereunder without the prior written consent of Sellers, which consent will not be unreasonably withheld.
Sample 1

Related to Indemnity Against Suits and Claims

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Indemnification Procedure for Claims of Third Parties Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

  • Protections Against Violations of Agreement No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Agreement or the Certificate of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any shares resulting from the settlement of Restricted Stock Units on its books nor will any of such shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce such provisions.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • Environmental Claims No Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against any member of the Group where that claim would be reasonably likely, if determined against that member of the Group to have a Material Adverse Effect.

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