Indemnity for breach of Warranty. The Seller indemnifies the Buyer Entities against any Loss suffered or incurred by the Buyer Entities as a result of a breach of a Warranty, except to the extent that the Warranty or the Seller’s liability for the Loss are limited or qualified under clause 12, and this will be the sole remedy of the Buyer Entities in respect of any such breach. The Loss compensated through the indemnity under this clause 11.4 will be such as to put the Buyer Entities in the position they would have been in had the relevant Warranty not been breached.
Indemnity for breach of Warranty. (a) The Seller indemnifies the Buyer and each Buyer Group Member against, and must pay the Buyer an amount equal to, any Loss suffered or incurred by the Buyer or a Buyer Group Member in connection with a breach of a Warranty, except to the extent that the Warranty or the Seller’s liability for the Loss are limited or qualified under clause 10.
(b) For the avoidance of doubt, in respect of any breach of Warranty, Loss includes an amount that would be necessary to put the Buyer or Buyer Group Member (as applicable) in the same position as if the Warranty had been true.
Indemnity for breach of Warranty. Subject to clause 8, the Recipient indemnifies APIDT and its Representatives (the Indemnified) in relation to, and must pay to APIDT on demand after Completion the amount of all Loss suffered or incurred by the Indemnified arising out of or in connection with any Recipient Warranty being untrue or incorrect at the time it was given.
Indemnity for breach of Warranty. Without limiting any other remedy available to the Buyer, the Sellers must pay to the Buyer on demand:
(a) the amount of any Indemnified Loss suffered or incurred by the Buyer or any Group Company arising out of or in connection with the breach of any Warranty; and
(b) an amount equal to any additional Tax assessable on any Buyer Group Member arising out of or in connection with the receipt by the Buyer of a payment under this clause 13.6 or otherwise in respect of the breach of Warranty.
Indemnity for breach of Warranty. (a) Subject to clause 1.3, the Sellers severally indemnify the Buyer and each Group Company against, and must pay the Buyer an amount equal to, any Liability suffered or incurred by the Buyer or a Group Company in connection with a breach of a Sellers’ Warranty, except to the extent that the Sellers’ Warranty or the Sellers’ Liability for the relevant Liability are limited or qualified under this clause 8 or clause 9.
(b) For the avoidance of doubt, in respect of any breach of Sellers’ Warranty, Liability includes an amount that would be necessary to put the Buyer or Group Company (as applicable) in the same position as if the Sellers’ Warranty had been true.
Indemnity for breach of Warranty. Each party indemnifies and holds the other party, the other party’s officers, directors and employees, harmless from any damage, loss or expense, directly or indirectly as a result of or arising out of the failure of a warranty made by the party in clause 16.1 to be true and correct on the date of this Agreement.
Indemnity for breach of Warranty. To the extent permitted by law, National Jewish shall defend, indemnify and hold harmless Aeolus and its directors, officers, employees, stockholders, agents, successors and assigns from and against any and all claims, lawsuits, liabilities, costs, expenses, damages, deficiencies, losses, or obligations, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Claims”) that arise from or relate to any breach Of alleged breach of any representation or warranty of National Jewish in Article 8 above. Aeolus shall give prompt written notice to National Jewish of any Claim for which indemnification hereunder is sought and shall fully cooperate with National Jewish in the defense of such Claim. National Jewish shall have the right to compromise, settle or defend such Claim as it deems appropriate in its sole discretion. However, Aeolus is entitled to participate at its option and expense through counsel of its own selection, and may join any legal actions related to any such Claim. The indemnifications obligations in this Section 9.1 will not apply to any Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful Misconduct of an Aeolus Indemnitee.
Indemnity for breach of Warranty. The Seller indemnifies the Buyer against any Loss suffered or incurred by the Buyer as a result of a breach of a Warranty, except to the extent that the Warranty or the Seller’s liability for the Loss are limited or qualified under clause 8, and this will be the sole remedy of the Buyer in respect of any such breach.
Indemnity for breach of Warranty. The Consultant must indemnify SHAMROCK CIVIL for any breach of a warranty made in clause 7 or elsewhere in this Agreement. It is not necessary for SHAMROCK CIVIL to incur expense or to make any payment before enforcing a right of indemnity conferred by this Agreement. The obligations in this clause survive termination of the Agreement.
Indemnity for breach of Warranty. (a) The Seller indemnifies the Buyer, each Target Entity and each Buyer Group Member against, and must pay the Buyer an amount equal to, any Loss suffered or incurred by the Buyer, a Buyer Group Member or a Target Entity in connection with a breach of a Warranty, or arising from the facts, matters or circumstances that make a Warranty untrue, except to the extent that the Warranty or the Seller’s liability for the Loss are limited or qualified under clause 11.
(b) For the avoidance of doubt, in respect of any breach of Warranty, Loss includes an amount that would be necessary to put the Buyer, Target Entity or Buyer Group Member (as applicable) in the same position as if the Warranty had been true.
(c) At a minimum, Loss suffered or incurred by the Buyer will be deemed to include Loss suffered or incurred by a Target Entity.
