Indemnity by the Purchasers Sample Clauses

Indemnity by the Purchasers. The Purchasers shall jointly and severally indemnify the respective 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 Purchasers contained in the Acquisition Agreements, this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Acquisition Agreements or this Agreement; (b) any breach or non-fulfilment of any covenant or agreement on the part of the Purchasers contained in the Acquisition Agreements, this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Acquisition Agreements or this Agreement; and (c) any failure by the Canadian Purchaser to pay any amounts owing in respect of the Deferred Amount Payment (as defined in the Canadian Asset Purchase Agreement) as and when such amount(s) become due and payable to the Vendors, as applicable.
Sample 1Sample 2
AutoNDA by SimpleDocs
Indemnity by the Purchasers. From and after the date of this Agreement, each Purchaser, severally and not jointly, (the “Purchasers Indemnitor”, and together with the Company Indemnitor, the “Indemnitors” and each an “Indemnitor”) agrees to indemnify, defend and hold the Company and its Affiliates, agents, representatives, equity holders (other than Purchasers), directors and officers and their respective successors, assigns, heirs and personal representatives (collectively, the “Company Indemnitees”, and together with the Purchasers Indemnitees, the “Indemnitees” and each an “Indemnitee”) harmless from and against and to pay the Company for any and all Damages incurred or suffered by any Company Indemnitee to the extent arising directly or indirectly out of any breach or violation of, or any inaccuracy in, any representation or warranty in Section 3 or any covenant made by such Purchaser in this Agreement.
Sample 1Sample 2
Indemnity by the Purchasers. The Purchasers hereby indemnify and agree to keep the First Owner and Second Owner, and the Association after it, saved, harmless and indemnified from any losses due to any act or negligence of the Purchasers, their servants, employees, agents, visitor and/or occupiers of the Subject Unit/Apartment in the user of the Common Portions and/or the Building and/or any other part or portions thereof and the Purchasers hereby further undertake and covenant to forthwith pay, reimburse and/or make good such losses, expenses and/or costs incurred by the First Owner and Second Owner or the Association, as the case may be. 1. One Xxxxx Xxxxxxx Xxxxxx (hereafter "Netye") had purchased various plots of land in C.S. Dag No.348 and 349, Khatian No.1271, in Mouza Xxxxx, X.X. Xx.13, Touzi No.340-342, Police Station then Tollygunge now Kasba, District then 24 Parganas and now South 24 Parganas (hereafter "Netye Land") by two several deeds, details whereof are as follows: 1.1 Conveyance dated 14th June, 1918, registered with the Registrar of Assurances, Calcutta in Book No.I, Volume No.5, Pages 252 to 267, Being No.2526 for the year 1918. 1.2 Bengali Sale Deed dated 13thAswin 1326 B.S. registered with the Registrar of Assurances, Calcutta in Book No. I, Volume No.150, Pages 119 to 126, Being No.5116 for the year 1919. 2. Xxxxx had thereafter obtained a 'Mourasi Mokarari Patta' in respect of the Netye Land from the superior landlords Xxxxxxx Xxxxx Xxxxxxxxxxxx and others by a Deed dated 22nd March, 1920 registered with the Registrar of Assurances, Calcutta in Book No. I, Volume No.63, Pages 64 to 67, Being No.1654 for the year 1920. 3. The Netye Land was originally part of Premises No.1, Bediadanga Road. It was subsequently numbered as Premises No.3, Bedidanga Roadunder the Tollygunge Municipality and later as 3, Xxxxxxxx Xxxxxxx Bose Road with the then Corporation of Calcutta which is now the Kolkata Municipal Corporation. 4. Netye, a Hindu governed by the Dayabhaga School of Hindu Law, died intestate in 1950 leaving behind him surviving his two sons Xxxxx Xxxxxx Xxxxxx (hereafter "Kanak") and Xxxxx Xxxxxx Xxxxxx (hereafter "Sashi") as his only legal heirs who thus jointly and in equal shares became, inter alia, the owners of the Netye Land. 5. Xxxxx died intestate leaving behind him surviving his widow Protiva Xxxxxxx Xxxxxx (hereafter "Protiva") and four sons Xxxxxx Xxxxxxx Xxxxxx (hereafter "Nirmal"), Xxxx Xxxxxxx Xxxxxx (hereafter "Amal"), Xxxxxxx Xxxxxxx Xxxxxx (hereafte...
Sample 1
Indemnity by the Purchasers. Subject to the terms of this Agreement, the Purchasers shall, jointly and severally, be liable for and shall indemnify and save harmless the Vendors, DH, BR, HI, RST and Vada together with all officers, directors, employees, Affiliates, sharxxxxders and agents of the Vendors, Vada, HI, RST, DH and BR (the "Vendors' Indemnified Parties") of, from xxx against all liabilities, losses, costs, damages, legal fees (on a solicitor and his own client full indemnity basis, court costs and costs of investigating indemnifiable claims), disbursements, fines, penalties, expenses, all manner of actions, causes of actions, claims, demands, suits and proceedings (in case of discretionary costs, legal fees, disbursements and expenses incurred by the Vendors' Indemnified Parties, such amounts shall be reasonable), all of whatever kind or nature, which all or any of the Vendors' Indemnified Parties, directly or indirectly, may sustain, pay or incur or which may be brought or made against all or any of the Vendors' Indemnified Parties, (and whether or not incurred in connection with any actions, or other proceedings, or claims or demands made by a third party against all or any of the Vendors' Indemnified Parties) arising directly or indirectly from any breach by the Purchasers of any of their respective representations, warranties, covenants or agreements made in this Agreement or in any other agreements made in connection with this transaction.
Sample 1
Indemnity by the Purchasers. From and after each Closing, the Purchasers shall indemnify, defend and save GAIF and each other Seller Indemnified Party harmless from and against any and all Losses sustained or incurred by any Seller Indemnified Party resulting from: (a) any breach, or failure to be true and correct, of a representation or warranty made by any Purchaser in Article VI of this Agreement or in any certificate delivered by any Purchaser pursuant to Section 11.03; provided, however, that such Seller Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.02; (b) any breach of any covenant or agreement made by any Purchaser in this Agreement; (c) any claim relating to or arising from the ownership and operation of any Aircraft subsequent to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder; provided that no Seller Indemnified Party shall have any right to indemnification under this clause (c) with respect to (i) any Accelerated A320 Aircraft, prior to the delivery of such Aircraft under the AXX Purchase Agreement, (ii) any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (iii) any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or (d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to have been engaged by Aircastle or such Purchaser or any of their respective Affiliates.
Sample 1
Indemnity by the Purchasers. The Purchasers, jointly and severally, shall indemnify and hold harmless the Company and its respective officers, directors, managers, agents, employees, affiliates and representatives (the “Company Indemnitees”) from and against, and shall reimburse the Company Indemnitees for, any loss, liability, damage, cost, expense, penalties, actions, judgments, suits, claims and disbursements, including reasonable attorneys’ fees and cost of investigation incurred as a result thereof, that the Company Indemnitees 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 (without giving effect to any qualification as to materiality or Material Adverse Effect) contained in Article 4 hereof on the part of the Purchasers, or (b) any nonfulfillment or breach of any agreement or covenant under or pursuant to this Agreement or the Transaction Documents on the part of the Purchasers.
Sample 1
Indemnity by the Purchasers. The Purchasers hereby indemnify and agree to keep the Vendor, and the Association after it, saved, harmless and indemnified from any losses due to any act or negligence of the Purchasers, their servants, employees, agents, visitor and/or occupiers of the Subject Unit/Apartment in the user of the Common Portions and/or the Building and/or any other part or portions thereof and the Purchasers hereby further undertake and covenant to forthwith pay, reimburse and/or make good such losses, expenses and/or costs incurred by the Vendor or the Association, as the case may be.
Sample 1
AutoNDA by SimpleDocs
Indemnity by the Purchasers. The Purchasers, jointly and severally, shall fully indemnify and save harmless the Vendors from and against any and all costs, losses, damages or expenses suffered or incurred by the Vendors in any manner arising out of or relating to: (a) any misrepresentation or non-fulfillment of any covenant on the part of the Purchasers under this Agreement; and (b) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.
Sample 1

Related to Indemnity by the Purchasers

  • Indemnification by the Purchasers Each of the Purchasers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, each Seller and each of the Sellers’ Affiliates, and each of their respective officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to that, directly or indirectly, arise out of or relate to (a) any Assumed Servicing Liability, (b) any failure by the Purchasers to perform their Serviced Duties and other obligations under this Agreement in accordance with the terms hereof or any other breach or violation by the Purchasers of the terms hereof, (c) any action or omission of the Purchasers or their Affiliates or their agents (including such agents appointed pursuant to Section 3.6 hereof) with respect to any Serviced Appointment, whether pursuant hereto or to a Serviced Corporate Trust Contract or otherwise, or (d) the Sellers’ role as backup advancing agent with respect to any Corporate Trust Contract pursuant to clause (c) of the definition of “Retained Duty” (except to the extent the Sellers negligently failed to make a backup advance as required pursuant to such Retained Duty); provided, however, that the Purchasers shall not be required to indemnify any Seller for any matter which would require indemnification of the Purchasers by any Seller under Section 8.2.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall execute, where necessary or appropriate, and deliver to the Shareholder each and all of the following: (i) Payment of the Purchase Price in the manner set forth in Section 2.3 of this Agreement; (ii) A certificate in the form of EXHIBIT C hereto signed by a duly authorized officer of the Purchaser, and dated as of the Closing Date, to the effect that the representations and warranties made by the Purchaser in this Agreement (as modified by the Schedules and any Supplement(s)) and in any document, instrument and/or agreement to be executed and delivered by the Purchaser pursuant to this Agreement are true and correct in all material respects at and as of the Closing and the Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by the Purchaser on or prior to the Closing Date; (iii) A copy certified by the Secretary of the Purchaser of the duly adopted resolutions of the Board of Directors of the Purchaser approving this Agreement, including the Ancillary Documents, and authorizing the execution and delivery of this Agreement, including the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby; (iv) A duly executed written opinion letter by counsel for the Purchaser, dated as of the Closing Date, addressed to the Shareholder, as contemplated by Section 8.3 of this Agreement; (v) Evidence reasonably satisfactory to the Shareholder that the performance and other bonds required by Section 5.25 have been secured in accordance with the provisions of such section; (vi) A certificate of good standing of the Purchaser dated within five (5) days of the Closing Date issued by the Secretary of State of the Purchaser's state of incorporation; and (vii) Such other documents and items as are reasonably necessary or appropriate to effect the consummation of the transactions contemplated hereby or which may be customary under local law.

  • Performance by the Purchasers Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing Date.

  • Indemnification by the Buyer (a) In accordance with and subject to the provisions of this Section 5, the Buyer and Guarantor shall, jointly and severally, indemnify and hold harmless the Company, the Parent and their respective affiliates (for purposes of this Section 5, the “Company Indemnitees”) from and against and in respect of any and all loss, damage, diminution in value, liability, cost and expense, including reasonable attorneys’ fees and amounts paid in settlement (collectively, the “Company Indemnified Losses”), suffered or incurred by the Company Indemnitees by reason of, or arising out of (i) any misrepresentation or breach of representation or warranty of the Buyer or Guarantor contained in this Agreement, or in any schedules delivered to the Company or the Parent by or on behalf of the Buyer or Guarantor pursuant to this Agreement; (ii) or the breach of any covenant or agreement of the Buyer or Guarantor contained in this Agreement; (iii) the Assumed Liabilities, including, without limitation, any liability to sureties with respect to bonded jobs; or (iv) the operation of the Business following the Closing, including, but not limited to, any claims made by Transferred Employees concerning COBRA, the WARN Act, unemployment claim liability, or any similar matters as a result of the termination by Buyer of the Transferred Employees. (b) The Buyer and the Guarantor, jointly and severally (the “Buyer Indemnifying Parties”), shall reimburse the Company Indemnitees on demand for any Company Indemnified Losses suffered by the Company Indemnitees with respect to matters other than Third Party Claims. With respect to Third Party Claims, the Buyer Indemnifying Parties shall reimburse the Company Indemnitees on demand for any Company Indemnified Losses suffered by the Company Indemnitees, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement in respect of any Company Indemnified Losses. The Buyer Indemnifying Parties shall have the opportunity to defend at their expense any claim, action or demand for which the Company Indemnitees claim indemnity against the Buyer Indemnifying Parties; provided that: (i) the defense is conducted by reputable counsel; (ii) the defense is expressly assumed in writing within twenty (20) days after written notice of the claim, action or demand is delivered to the Buyer Indemnifying Parties; and (iii) counsel for the Company and the Parent may participate at all times and in all proceedings (formal and informal) relating to the defense, compromise and settlement of the claim, action or demand at the expense of the Company and the Parent.

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Indemnification by the Investors Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!