Indemnity Guaranty. In order to induce Purchase to execute and perform the forgoing Agreement, the undersigned, each a party representing himself or herself as having an economic interest in Seller, hereby, jointly and severally, agree to reimburse, indemnify, defend and hold Purchaser and Purchaser’s officers, directors, members, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, losses, damages and expenses (including, without limitation, attorneys’ fees and court costs) incurred by any of the Indemnified Parties as a result of or in any way connected, directly or indirectly, with any intentional, willful and/or reckless breach of any of Seller’s obligations under the Agreement and/or any fraudulent or similar conduct by Seller, Seller’s officers, directors, owners, employees and/or agents. Individually and Personally Notary Acknowledgement for Gurantor: Print name Xxxxxxx X. Xxxxxxxx Address 8702 Phoenix Ave. STATE OF ) Xxxxxxxxx Xxxx, XX 00000 S.S.# ###-##-#### COUNTY OF ) I, , a Notary Public for said County and State, certify that personally came before me this day, to be the signer of the above instrument, and he/she acknowledges that he/she signed it. Witness my hand and official seal, this day of , 20 (Official Seal) Notary Public My commission expired: , 20
Indemnity Guaranty. “Indemnity Guaranty” shall mean that certain guaranty, as attached hereto as Exhibit U, from Seller’s Principals to guarantee Seller’s indemnification obligations under Section 20.2.3.
Indemnity Guaranty. In addition to any other indemnification obligations set forth in this Agreement, Primary Client agrees to indemnify Bank for any and all losses Bank may suffer or incur in connection with providing the Services to the Affiliates or any other matters related to combined access, except for losses attributable to Bank’s gross negligence or willful misconduct. Primary Client agrees to be liable to Bank for each Affiliate’s performance under, and compliance with, the terms of this Agreement, including the payment of fees, overdrafts, transactions, indemnification obligations and any other amounts owed to Bank hereunder. Primary Client agrees to pay all such amounts on demand by Bank and agrees that Bank may enforce
Indemnity Guaranty. Without limiting any other indemnity rights of the Buyer hereunder, to guarantee any of the Seller’s indemnity obligations hereunder, Seller shall deliver to Buyer on or prior to Closing a stand-by letter of credit issued by a first line bank with operations in Brazil, containing express waivers of the benefits set forth in Sections 364, 366, 827, 834, 835, 837, 838 and 839 of the Brazilian Civil Code and Section 595 of the Brazilian Code of Civil Procedure (or comparable laws) and other terms reasonably acceptable to Buyer (the “Indemnity Guaranty”). The Indemnity Guaranty shall be valid and enforceable on a first demand basis within the validity term of 18 (eighteen) months following the Closing Date, for the guaranteed amount of R$75,000,000.00 (seventy five million Reais).
Indemnity Guaranty. At the Close of Escrow, Seller shall cause to be delivered to Buyer, an Indemnity Guaranty in the form attached hereto as Exhibit B (the “Indemnity Guaranty”), duly executed by the Xxxxx Xxxxx-Xxxxx, an individual, and Liberty Nursing Centers Holding Company, Inc., an Ohio corporation (individually, a “Guarantor”; together, “Guarantors”).
Indemnity Guaranty. Notwithstanding anything to the contrary herein, (i) no Guaranteed Obligations shall arise from any act or omission of Borrower that occurs after Agent or Lender has foreclosed on the equity interests in, and controls, Borrower, and (ii) Guaranteed Obligations do not include losses, damages, claims or expenses to the extent such arise directly and solely from the financial inability of an Account Obligor to pay amounts due and owing under a Receivable after the sale of such Receivable from the Seller to the Borrower.
Indemnity Guaranty. In the event that any of the Guarantors (including in the case of RLHC its affiliate Red Lion Hotels Management, Inc.): (1) takes any action or omits to take any action that is one of the Guaranteed Obligations defined in Section 2.02(a)(i) through (ix) or in Section 2.02(b)(i) through (v) of the Indemnity Agreement; or (2) commits gross negligence, willful misconduct or breach of fiduciary duty with respect to the Venture, Holding or the Owners; or (3) any of the Guarantors (including in the case of RLHC its affiliate Red Lion Hotels Management, Inc.) takes action that was a factor that resulted in the substantive consolidation of the assets of a Borrower (as defined in the Indemnity Guaranty) in a bankruptcy with any person other than a Borrower or Venture, with the result that one or more of the Guarantors incurs a Claim Expense, the Guarantor who committed that act or omission shall be responsible for that Claim Expense and shall defend, indemnify and hold the other Guarantors harmless from and against and for any cost, expense or liability arising from such Claim Expense.
Indemnity Guaranty. Lessee shall indemnify Lessor and defend and hold Lessor harmless from and against all loss, cost, damage and expense (including, without limitation, attorneys' fees and costs incurred in the investigation, defense and settlement of claims and losses incurred in correcting any prohibited transaction, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lessor's sole discretion) that Lessor may incur, directly or indirectly, as a result of the Lessee’s representation contained in this certificate.
