Indemnity by the Purchaser. Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Vendor, and its officers, directors, employees, stockholders, agents, representatives and affiliates (collectively, together with Vendor, the “Vendor Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Vendor Indemnified Party (collectively, “Losses”) incurred by any Vendor Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Purchaser set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of the Corporation, (iv) the conduct and operations of the business of the Corporation whether before or after Closing, (v) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in ...
Indemnity by the Purchaser. The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; and
(b) any breach or non-fulfilment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.
Indemnity by the Purchaser. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof, the Purchaser and/or such entities related to the Purchaser satisfactory to the Vendor, acting reasonably, hereby agrees to indemnify and save the Vendor and any director, officer or employee thereof, including any directors or officers of the Corporation and the Ontario Aoyuan Entities who cease to be directors and/or officers of such company as of the Closing Date (collectively, the “Vendor Indemnitees”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing which may be made or brought against any of the Vendor Indemnitees or which any of the Vendor Indemnitees may suffer or incur as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfillment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated in this Agreement;
(b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Purchaser contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated in this Agreement; and
(c) any Claims for brokerage or other commissions relating to this Agreement or the transactions contemplated hereby which is agreed to or caused by actions of the Purchaser, or any Person associated with or affiliated with the Purchaser.
Indemnity by the Purchaser. 16.2.1 In addition to the Purchaser's obligations and the Seller's remedies provided elsewhere in this Agreement, the Purchaser will bear responsibility for loss of or damage to property, death or injury to person, and any other liabilities, damages, losses and reasonable costs and expenses (including reasonable legal fees and expert witness fees) (or any claim against the Seller in respect thereof) suffered by the Seller:
16.2.1.1 during the design, financing, construction, ownership, operation or maintenance of the Plant resulting from any negligent act or omission of, or wilful misconduct of, the Purchaser;
16.2.1.2 in connection with, arising out of, or resulting from, any misrepresentation by the Purchaser or non-performance of any term, condition, covenant or obligation to be performed by the Purchaser under this Agreement; and
16.2.1.3 in connection with any claim, proceeding or action brought against the Seller under any applicable national or local environmental laws or regulations resulting from the Purchaser's ownership or operation of the Interconnection Facilities or the Purchaser Grid System, including the discharge, dispersal, release, storage, treatment, generation, disposal or escape of pollutants or other toxic or hazardous substances from the Interconnection Facilities or the Purchaser Grid System, the contamination of the soil, air, or water around the Interconnection Facilities or the Purchaser Grid System, or any pollution abatement, replacement, removal, or other decontamination or monitoring obligations with respect thereto.
16.2.2 The Purchaser will hold the Seller fully indemnified in respect of the foregoing losses, damages, death, injuries, liabilities, costs and expenses; except that the Purchaser's indemnities shall not extend to any loss, damage, death, injury, liability, cost or expense (or any claim in respect thereof) to the extent that it (or a part thereof) was caused by any act or omission of the Seller or the failure of the Seller to take reasonable steps in mitigation thereof.
Indemnity by the Purchaser. Purchaser shall indemnify and hold harmless the Company and the officers, directors, agents, affiliates and representatives of the Company or any of them (the "Company Indemnitees") from and against, and shall reimburse the Company Indemnitees for any loss, liability, damage or expense, including reasonable attorneys' fees and cost of investigation incurred as a result thereof, that the Company Indemnitees shall incur or suffer (collectively, the "Company's Recoverable Losses") resulting from (a) any misrepresentation by Purchaser, or (b) breach by Purchaser of any (i) representation or warranty contained in Article 4 hereof, (ii) agreement or covenant under or pursuant to this Agreement, or (iii) document, certificate, schedule or instrument delivered by or on behalf of Purchaser in connection herewith.
Indemnity by the Purchaser. The Purchaser shall indemnify and hold the Vendors and the Shareholders harmless in respect of any Claim which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of in respect of or arising out of:
(a) any incorrectness in or breach of any representation or warranty of the Purchaser, contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or
(b) any breach of or any non-fulfilment of any covenant or agreement on the part of the Purchaser under this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.
Indemnity by the Purchaser. The Purchaser shall indemnify and hold harmless the Company and the officers, directors, managers, agents, affiliates and representatives of the Company (the “Company Indemnitees”) from and against, and shall reimburse the Company Indemnitees for, any loss, liability, damage or expense, including reasonable attorneys’ fees and cost of investigation incurred as a result thereof, that the Company shall incur or suffer (collectively, the “Company Recoverable Losses”) arising out of or resulting from (a) any misrepresentation or breach of any representation or warranty contained in Article 4 hereof on the part of the Purchaser, or (b) any nonfulfillment or breach of any agreement or covenant under or pursuant to this Agreement or the Registration Rights Agreement on the part of the Purchaser.
Indemnity by the Purchaser. The Purchaser agrees to indemnify and hold the Seller, and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Seller Indemnitees"), harmless from and with respect to any and all Losses related to or arising directly or indirectly out of (a)any inaccuracies in any representation or warranty made by the Purchaser in this Agreement (but only to the extent that Losses relating to or arising directly or indirectly out of such inaccuracies when taken together with Losses (as that term is defined in the Applicable Agreements) for which Purchaser and/or the Company are obligated to indemnify the Seller Indemnitees (as defined in the relevant Applicable Agreement) pursuant to Section 7.2(a) of each such Applicable Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Purchaser of any covenant, obligation or undertaking made by the Purchaser in this Agreement (including without limitation any failure by the Purchaser to pay or perform any of the Assumed Obligations), (c) the collection of the Accounts Receivable by the Purchaser after the Closing Date, or (d) the Assumed Obligations, in each case, except to the extent that any such Losses are caused by any such Indemnified Party's gross negligence or willful misconduct.
Indemnity by the Purchaser. (a) The Purchaser hereby agrees to indemnify and save the Vendor harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Vendor or which the Vendor may suffer or incur as a result of, in respect of or arising out of:
(i) any non-performance or non-fulfillment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby;
(ii) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Purchaser contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby;
(iii) any failure by the Purchaser to pay, satisfy, discharge, perform or fulfill any of the Assumed Liabilities;
(iv) the operations of the Stock Mill Complex from and after the Transfer Date; and
(v) all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to or in respect of the foregoing.
(b) The obligations of indemnification by the Purchaser pursuant to paragraph (a) of this section will be:
(i) subject to the limitations referred to in section 5.2 hereof with respect to the survival of the representations and warranties by the Purchaser;
(ii) subject to the limitations referred to in section 5.3 hereof, and
(iii) subject to the provisions of section 11.3 hereof.
Indemnity by the Purchaser. The Purchaser shall indemnify and hold harmless the Vendors, their directors, officers, employees, agents, representatives and each Vendor’s Affiliates and their respective directors, officers and employees in respect of any Claim which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of, in respect of or arising out of:
(1) any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or
(2) any breach or non-fulfilment of any covenant or agreement on the part of the Purchaser under this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.
