Indemnity Obligations of Purchaser Sample Clauses

Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless the Company from and against any and all Losses based on, resulting from, arising out of or relating to:
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Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify, and hold harmless Seller, its Affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, advisers, and representatives and the respective successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) from and against, and to pay or reimburse Seller Indemnitees for, any and all Losses, directly or indirectly based on, resulting from, arising out of, in connection with, or relating to:
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Indemnity Obligations of Purchaser. Subject to the provisions of this ARTICLE XI, from and after the Closing Date Purchaser hereby agrees to indemnify, defend and hold Seller (which for purposes of this Article shall include all directors, officers, partners, employees, agents, Affiliates and representatives of Seller) harmless from, and to reimburse Seller for, any Seller Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term “
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Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless Seller and its Affiliates, successors and assigns and the respective officers, directors, shareholders, employees, agents, advisers and representatives of the foregoing (collectively, the “Seller Indemnitees”), from and against any and all Losses based on, resulting from, arising out of or relating to: (i) any material misrepresentation or material breach of warranty of Purchaser contained in the Transaction Documents, (ii) any failure of Purchaser to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof, (iii) the Assumed Liabilities, or (iv) Warranty Obligations with respect to products sold prior to (or after) the Closing and relating to the Assets or the Divisions.
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Indemnity Obligations of Purchaser. Parent and Purchaser covenant and agree to and shall, jointly and severally, defend, indemnify and hold harmless Seller Parties, their Affiliates and their respective directors, officers, employees, managers, members, partners, advisors, agents and other representatives (collectively, the “Seller Indemnitees”) from and against, and to pay or reimburse Seller Indemnitees for, any and all Losses based on, resulting from, arising out of or relating to (a) any breach of any representation or warranty of Parent or Purchaser contained in the Transaction Documents; and (b) any breach of or failure to perform any covenant or agreement of Parent or Purchaser or any of their Affiliates contained in the Transaction Documents or any other closing deliverables or the failure to fulfill any obligation in respect thereof.
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Indemnity Obligations of Purchaser. Purchaser shall, at Purchaser’s cost, promptly caused to be discharged all mechanics’ liens to the extent resulting from Purchaser’s failure to pay for inspections or tests conducted by Purchaser, its agents, contractors, employees or representatives with respect to the Real Property. Purchaser further agrees to indemnify, defend and hold harmless XXXX for, from and against all causes of action, claims, demands, damages, costs, losses and expenses, including without limitation, reasonable attorneys’ fees and costs, arising or incurred with respect to any personal injury or physical property damage to the extent caused by Purchaser, its agents, contractors, employees or representatives during their respective due diligence activities on the Property. For the avoidance of doubt, in no event shall Purchaser be liable to XXXX for any causes of action, claims, demands, damages, costs, losses and expenses to the extent arising or incurred in connection with any one or more of the following: (i) any pre-existing condition affecting the Real Property and not caused by Purchaser; and (ii) any Excluded XXXX Obligations (as defined below). If any inspection or test conducted by or on Purchaser’s behalf causes physical damage to the Real Property, Purchaser shall promptly restore the Real Property to the same condition (to the extent reasonably practicable) as existed immediately prior to any such inspection or test.
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Indemnity Obligations of Purchaser. Purchaser hereby agrees to indemnify, defend and hold the Company and any director, officer, employee, agent or representative of the Company (the "Company Indemnified Parties") harmless from, and to reimburse the Company Indemnified Parties for, any and all losses, damages, deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, penalties, interest, costs and expenses (including, without limitation, out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) of any nature whatsoever arising out of, based upon or resulting from (i) any breach of any representation and warranty of Purchaser which is contained in this Agreement; or (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Purchaser which are contained in or made pursuant to the terms and conditions of this Agreement.
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Related to Indemnity Obligations of Purchaser

  • Obligations of Purchaser The obligations of the Purchaser under this Receivables Purchase Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

  • Conditions to Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Obligations of Buyer At the Closing, Buyer shall deliver to Seller the following:

  • Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser:

  • Seller’s Indemnification Obligations (a) In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with:

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Purchaser in its sole discretion:

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