Indemnity of Purchaser. The Seller agrees to indemnify and hold harmless the Purchaser, the Company, and their respective officers, directors, agents and employees, successors and assigns, subject to any applicable limitation on Claim set forth in Clause 9 above, from and against and in respect of any and all claims, demands, actions, suits, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution in value and deficiencies of any kind or character, including, without limitation, interest and penalties, whether or not involving a third party claim, which may be asserted or secured against, sustained, suffered or incurred by Purchaser, the Company or any of such other persons and arises out of or in any manner is incident to, relates to or is attributable to:
(i) Any misrepresentation, misstatement, omission, breach of warranty or nonfulfillment of any obligation, covenant or condition on the part of Seller (a) herein or in any Schedule or Exhibit hereto, or (b) in any certificate or other instrument or document furnished to the Purchaser in connection herewith;
(ii) Any liability of the Purchaser for any liability or obligation of the Company to be satisfied by Seller pursuant to the terms hereof, whether accrued, absolute, contingent or otherwise and whether known or unknown, due or which became due;
(iii) Any failure by Seller to perform or observe, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by them under this Agreement or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them in connection herewith; and
(iv) Any and all material actions, suits, proceedings, demands, assessments or judgments, including legal and other necessary and reasonable costs and expenses, incident to any of the foregoing.
Indemnity of Purchaser. Seller agrees to indemnify, defend and hold Purchaser harmless from and against any and all Losses arising out of or resulting from the breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement or the exhibits and schedules hereto. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by Purchaser under this Section unless and until the aggregate amount of all Losses of Purchaser in respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below such threshold, up to a maximum of $1,000,000.
Indemnity of Purchaser. Subject to Clause 11.2, Purchaser shall indemnify Vendor and its directors, employees and agents from and against all Losses which Vendor, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Purchaser contained in Clause 10.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful default of Vendor, its successors, agents or assigns. The indemnity granted by Purchaser in this Clause 12 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 10.1 or any additional remedy with regard to the breach by Purchaser of any representation or warranty. Furthermore, the indemnity of Purchaser to Vendor granted pursuant to this Clause 12 shall only apply to claims of indemnity made by Vendor to Purchaser by giving written notice to Purchaser within twelve (12) months following the First Closing Date and, in any event, the maximum aggregate liability and indemnity of Purchaser to Vendor for Losses suffered by Vendor pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Purchaser.
Indemnity of Purchaser. Purchaser shall as from the Closing Date indemnify, defend and hold Seller harmless against any and all losses, damages, costs and expenses (including reasonable attorneys' fees) actually suffered or incurred by Seller arising out of or resulting from any breach by Purchaser of this Agreement or from events or circumstances for which Seller does not bear any responsibility as agreed hereunder.
Indemnity of Purchaser. The Purchaser shall indemnify and save harmless Xxxxxx Resources and its Representatives for, from and against all Losses directly or indirectly suffered by them or any of them resulting from (i) any breach of any covenant of the Purchaser contained in this Agreement (ii) any representation or warranty set forth in Schedule “B” that is not true and correct in all material respects (other than those representations and warranties that are qualified by materiality which shall be true and correct in all respects) as at the Time of Closing, and (iii) any Liabilities for Transfer Taxes levied by any Governmental Body with respect to the sale to the Purchaser of the NSR Royalty.
Indemnity of Purchaser. Seller will indemnify, defend, and hold harmless Purchaser and its Affiliates and each of their respective directors, officers, employees, agents, successors and permitted assigns from and against, and pay and reimburse each such Person for, any and all Losses that such Person incurs or suffers, which arise, result from or relate to (a) any breach or inaccuracy of any representation or warranty made by Seller under this Agreement, or (b) the failure by Seller to perform or comply with any of the covenants or agreements to be performed or complied with on the part of Seller under a Transaction Document. 6.02
Indemnity of Purchaser. With respect to claims asserted by Purchaser after the Closing Date, Selling Parties shall jointly and severally indemnify, hold harmless and defend Purchaser from and against any and all losses, costs, expenses, liabilities claims, demands and judgments of every nature (including the defense thereof and reasonable attorneys' fees incurred) arising out of or in connection with or related to (i) any and all claims (whether known or unknown, fixed or contingent), losses, costs, expenses, commitments, agreements, liabilities and obligations of either of the Selling Parties, or arising from the operations or commitments of either of the Selling Parties, whether arising or existing either before or after the Closing, whether accrued, absolute, contingent or otherwise and whether or not disclosed in this Agreement or on the exhibits or schedules hereto, to the extent not expressly assumed by Purchaser pursuant to this Agreement (whether or not such liability or obligation is imposed by statute); (ii) the breach by either of the Selling Parties of any warranty or representation made by Selling Parties pursuant to this Agreement, (iii) the non-performance, partial or total, of any covenant made by either of the Selling Parties pursuant to this Agreement; (iv) product or testing liabilities relating to periods prior to the Closing Date; (v) human resource liabilities relating to periods prior to the Closing Date (including, for example, obligations to retirees); and (vi) any liabilities resulting from bulk sales laws except for liabilities resulting from assumption of any and all liabilities by the Purchaser hereunder.
Indemnity of Purchaser. The Seller and the Company, jointly and severally, agree to indemnify and hold harmless the Purchaser, the Company, and their respective officers, directors, agents and employees, successors and assigns, subject to any applicable limitation in time set forth in Section 12 above, from and against and in respect of any and all claims, demands, actions, suits, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution in value and deficiencies of any kind or character, including, without limitation, interest and penalties, which may be asserted or secured against, sustained, suffered or incurred by Purchaser, the Company or any of such other persons and arises out of or in any manner is incident to, relates to or is attributable to:
(i) Any misrepresentation, misstatement, omission, breach of warranty or nonfulfillment of any obligation, covenant or condition on the part of Seller or the Company (a) herein or in any Schedule or Exhibit hereto, or (b) in any certificate or other instrument or document furnished to the Purchaser in connection herewith; (ii) Any liability of Purchaser for any liability or obligation of the Company to be satisfied by Seller pursuant to the terms hereof, whether accrued, absolute, contingent or otherwise and whether known or unknown, due or which became due;
Indemnity of Purchaser. Purchaser agrees to indemnify and hold harmless Seller, its owners, partners, attorneys, agents and employees, from and against any and all liability, loss, damage or expense, including reasonable attorneys' fees and costs, as a result of any action, suit, proceeding, lien, or claim (i) resulting from a breach by Purchaser of a representation or warranty made hereunder or a material breach by Purchaser of a provision of this agreement, or (ii) affecting title to the Shares and/or affecting the Property in relation to which the facts that give rise to such action, suit or proceeding arose or occurred during Purchaser's ownership of the Shares and/or the Property.
Indemnity of Purchaser. Subject to the limitations set forth in Section 9.2 below, Sellers hereby agree to indemnify Purchaser against any direct damage, loss or cost (“Loss”) actually incurred by Purchaser or the Group Companies as a direct result of any breach by Sellers of any of the Warranties (for the purposes of this Section 9 without giving effect to any “materiality,” “material adverse effect” or similar materiality qualification) or any other terms of this Agreement giving rise to a Claim, provided that Sellers have failed to rectify the breach (to the extent such breach can be rectified) within ten (10) Business Days of having received a notice pursuant to Section 9.2.2. It is expressly stated herein that all consequential and indirect losses and costs, including, without limitation, loss of revenues, profits, cost savings, synergies or other similar advantages, are excluded from Sellers’ liability under this Agreement, except if the Claim is due to fraud or wilful misconduct by Sellers or if the Claim relates to a breach by Sellers of the Warranties set forth in Section 7.9 (Taxes), 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws). For the sake of clarity it is stated here and agreed hereby that any amount payable by Sellers to Purchaser under this Section 9 shall be paid primarily and first from the Escrow Account pursuant to the terms of the Escrow Agreement. It is expressly agreed that as of the first day after twelve (12) months after the Closing Date the Warrantors shall solely assume liability for the Warranties granted and for possible Claims presented by Purchaser after such date under this Agreement and the other Sellers shall thus be released from liability under this Agreement as per such date other than in respect of Claims made prior to such date. Any amount payable by Sellers to Purchaser under this Section 9 shall be treated for all purposes as a reduction of the Purchase Price. This remedy shall be exclusive and it is specifically agreed that no other remedy, including (but not limited to) the right to damages or to terminate or rescind this Agreement, shall be available to Purchaser.
