Indemnity by Purchaser. The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.
Indemnity by Purchaser. Purchaser agrees to indemnify and hold harmless the Sellers and the Stockholders against and from any loss, liability, damages, cost or expense incurred by them (including but not limited to reasonable legal, attorneys' and accounting fees and expenses) based upon, arising out of, or relating to: (i) any breach of any representation or warranty of Purchaser set forth in this Agreement or any certificate or document delivered pursuant to this Agreement; (ii) the breach of any covenant or agreement of Purchaser set forth in this Agreement; or (iii) the ownership or operation of the Office after the Closing Date.
Indemnity by Purchaser. Purchaser shall indemnify and hold harmless Novartis and its Affiliates and their respective officers, directors and employees from and against any Loss to the extent that such Loss arises from or in connection with any breach of representation or warranty or Assumed Liabilities. In addition, Purchaser should also indemnify Novartis and its Affiliates for any Losses that Novartis and/or its Affiliates suffers or incurs as a result of Purchaser’s activities pursuant to [**] above.
Indemnity by Purchaser. The Purchaser shall, severally and not jointly, (i) indemnify and hold harmless the Company, any officer, director, employee or agent of the Company, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any Losses to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, or arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made,) not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or action, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Purchaser; provided, however, that such indemnification or reimbursement shall be payable only if, and to the extent that, any Losses arise out of or are based upon an untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the preparation thereof.
Indemnity by Purchaser. Without limitation of any other provision of this Agreement or any other rights and remedies available to Seller at law or in equity, Purchaser covenants and agrees to protect, indemnify, defend and hold harmless Seller from, and to promptly reimburse Seller for, Losses arising out of, or in connection with, or relating to any breach of any covenant, representation or warranty of Purchaser under this Agreement or other documents to which Purchaser is a party delivered in connection with this Agreement.
Indemnity by Purchaser. Following the Closing, Purchaser hereby agrees to indemnify the Seller Indemnified Parties against, and to defend and hold the Seller Indemnified Parties harmless from all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) asserted against or incurred by any Seller Indemnified Party in connection with or arising out of the acts or omissions of Purchaser or Purchaser’s agents, or any other matters or occurrences that take place on or after the Closing Date and relate to the ownership, maintenance or operation of the Property. Purchaser’s obligations under this Section shall survive for a period of six (6) months following the Closing Date.
Indemnity by Purchaser. From and after the Closing and subject to the terms and conditions of this Article VIII (including the limitations set forth in Section 8.7), Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective managers, members, directors, officers, employees, agents and representatives (each of whom may be an Indemnitee pursuant to this Section 8.2) (collectively, the "Seller Indemnitees") from and against, and pay and reimburse each Seller Indemnitee for, any and all Losses, whether or not any such Losses arise out of any Third Party Claim, directly or indirectly arising out of, resulting from or in connection with:
(a) any untrue representation or breach of warranty of Purchaser in this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by Seller Indemnitee in the event that any third party unrelated to Seller alleges facts that, if true, would constitute or result in a breach by Purchaser of or an inaccuracy of any such representation or warranty);
(b) a default or breach of any covenant or agreement made by Purchaser in this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by Seller Indemnitee in the event that any third party unrelated to Seller alleges facts that, if true, would constitute or result in a breach by Purchaser of any such covenant or agreement);
(c) all Losses suffered or incurred by Seller or any Affiliate of Seller arising out, resulting from or in connection with any Third Party Claim that is instituted after the Closing Date to the extent such Third Party Claim shall be attributable to the conduct of or any action or inaction on the part of Purchaser, or its direct or indirect parent companies or members and each of their respective officers, employees, principals and other representatives, at anytime after the Closing in respect of Purchaser's ownership and operation of Susanville, including any Third Party Claim arising out of any violation of any Law.
Indemnity by Purchaser. Purchaser covenants that should any claim be made against Seller for any commission or other compensation by any broker, finder, person, firm or corporation based upon or alleging negotiations, dealings or communications with Purchaser in connection with this transaction or the Property, Purchaser shall indemnify and hold Seller harmless from any and all damages, expenses (including attorneys’ fees and disbursements) and liability arising from such claim.
Indemnity by Purchaser. 7.1 The Purchaser agrees to keep the Vendor indemnified from the Settlement Date or, in the case of a Terms Contract of Sale, the date of possession against all claims or demands in respect of any breach of that part of the Connection Agreement that relates to the Sold Land by the Purchaser or any successor in title of the Purchaser.
Indemnity by Purchaser. The Purchaser shall:
a. be liable to the Vendor for all losses, costs, damages and expenses whatsoever which the Vendor may suffer, sustain, pay or incur; and
b. indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Vendor, its directors, officers, servants, agents or employees or which they may sustain, pay or incur: as a direct result of any matter of thing arising out of, resulting from, attributable to or connected with the Assets and occurring subsequent to the Effective Time, except any losses, costs, damages, expenses, claims, liabilities, actions proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or are caused by the gross negligence or willful misconduct of the Vendor, its directors, officers, servants, agents, employees or assigns.
