Common use of Indemnity of Purchaser Clause in Contracts

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. The Seller Purchaser hereby agrees to indemnify and defend, indemnify, hold harmless and reimburse the PurchaserSeller and its directors, 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, employees from and against and in respect of any and all claims, demands, actions, suitsliabilities, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) that shall be caused by or related to or shall arise out of: (a) any breach (or alleged breach in value and deficiencies connection with a claim asserted by a third party) of any kind representation or characterwarranty of the Purchaser contained in this Agreement; (b) subject to Section 4.10 hereof, includingany breach of any covenant or agreement of the Purchaser contained in this Agreement and in any certificate delivered by Purchaser and/or Parent pursuant hereto; and (c) any failure by the Purchaser to satisfy the Assumed Liabilities and the operation of the Business after Closing, without limitationand shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, interest and penaltiesin connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not involving in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party), whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. The Purchaser further agrees that it shall not, without the prior written consent of the Seller, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be asserted sought hereunder unless such settlement, compromise or secured against, sustained, suffered or incurred by Purchaser, the Company or any consent shall include an unconditional release of each Indemnified Person under this Section 7.4 from all liability arising out of such other persons and arises out of claim, action, suit 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 foregoingproceeding.

Indemnity of Purchaser. The Without limiting any of the remedies set out in Section 10.2 or any other remedies at law or in equity, to the fullest extent permitted by Law, Seller agrees to shall indemnify and hold harmless the Purchaser, the Companyits Affiliates, and their respective officers, directors, agents and employees, agents, successors and assignspermitted assigns (collectively, subject to any applicable limitation on Claim set forth in Clause 9 abovethe “Indemnitees”), from and against against, and in respect of hold the Indemnitees harmless from, any and all claimsliabilities, demandsobligations, losses, damages, penalties, actions, judgments, suits, losses, costs, damagesclaims, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution in value and deficiencies expenses or disbursements of any kind or character, including, without limitation, interest and penalties, whether or not involving a third party claimwhatsoever (collectively “Losses”), which may at any time be asserted or secured againstimposed on, sustained, suffered or incurred by Purchaser, the Company or asserted against any of such other persons and arises Indemnitee in any way relating to or arising out of (A) any inaccuracy of any representation or warranty of any Seller Group Member contained in any Transaction Document, or in any manner is incident toschedule, relates to document, instrument or is attributable to: agreement delivered pursuant hereto or thereto, or (iB) Any misrepresentation, misstatement, omission, any breach of warranty or nonfulfillment non-performance by any Seller Group Member of any obligation, covenant or condition on the part of agreement to be performed by Seller (a) herein contained in any Transaction Document or in any Schedule or Exhibit heretodocument, or (b) in any certificate or other instrument or document furnished to the Purchaser in connection herewith; agreement delivered pursuant hereto or thereto (ii) Any liability including any Losses arising as a result 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 a failure by Seller to perform Deliver Purchased Metal to Purchaser pursuant to this Agreement), (C) any Third Party Claim against any Indemnitee relating to or observearising out of the failure of any Seller Group Member or Xxxx Xxxxxx JV to comply with or other liability under any Applicable Law, including any Environmental Law or Permit, with respect to the Project, (D) any Third Party Claim against any Indemnitee relating to or arising out of the physical environmental condition of the Project and matters of health or safety related to the Project or any action or claim brought with respect thereto, or (E) any Third Party Claim against any Indemnitee relating to have performed or observed, in full, arising out of any covenant, agreement other circumstance or condition incidental 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 the operation of the foregoingProject or the performance of the Transaction Documents by Seller.

Indemnity of Purchaser. The Seller Subject to Section 7.1 hereof, the Purchaser hereby agrees to indemnify and defend, indemnify, hold harmless and reimburse the Purchaser, the Company, Sellers and their respective officersits affiliates, directors, agents officers, agents, consultants, successors and employees, successors and assigns, subject to any applicable limitation on Claim set forth in Clause 9 aboveincluding the Stockholders, from and against and in respect of any and all claims, demands, actions, suitsliabilities, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) that shall be caused by or related to or shall arise out of: (a) any breach (or alleged breach in value and deficiencies connection with a claim asserted by a third party) of any kind representation or characterwarranty of the Purchaser contained in this Agreement; (b) any breach of any covenant or agreement of the Purchaser contained in this Agreement and in any certificate delivered by Purchaser and/or Parent pursuant hereto; and (c) any failure by the Purchaser to satisfy the Assumed Liabilities and the operation of the Business after the Closing, includingand shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, without limitationin connection with paying, interest and penaltiesinvestigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not involving in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party), whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. The Purchaser further agrees that it shall not, without the prior written consent of the Sellers or the Stockholders settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be asserted sought hereunder unless such settlement, compromise or secured against, sustained, suffered or incurred by Purchaser, the Company or any consent shall include an unconditional release of each Indemnified Person under this Section 7.4 from all liability arising out of such other persons and arises out of claim, action, suit 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 foregoingproceeding.

Indemnity of Purchaser. The Seller agrees to indemnify Sellers Emanuel, Mooring and Allies, jointly and severally, agree tx xxxxxxxxx xxx hold harmless the Purchaser, the Company, and their respective officers, directors, agents and employees, successors and assigns, subject to any applicable limitation on Claim in time set forth in Clause 9 Section 6 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, material omission, breach of warranty or nonfulfillment of any obligation, covenant or condition on the part of Seller Sellers (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 Sellers 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 Sellers 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. The Seller Company hereby agrees to indemnify and defend, indemnify, hold harmless and reimburse the Purchaser, the Company, Purchaser and Access Integrated and their respective directors, officers, directors, agents and employees, successors and assigns, subject to any applicable limitation on Claim set forth in Clause 9 above, employees from and against and in respect of any and all claims, demands, actions, suitsliabilities, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution damages and expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements) that shall be caused by or related to or shall arise out of: (a) any material breach (or alleged breach in value and deficiencies connection with a claim asserted by a third party) of any kind representation or characterwarranty of the Company contained in this Agreement and in any certificate delivered by the Company pursuant hereto; (b) any breach of any covenant or agreement of the Company contained in this Agreement; and (c) any failure by the Company to satisfy the Retained Liabilities and the operation of the Business prior to the Closing (other than the Assumed Liabilities), includingand shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, without limitationin connection with paying, interest and penaltiesinvestigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not involving in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party), whether or not any such Indemnified Person shall be named as a party claimthereto and whether or not any liability shall result therefrom. The Company further agrees that it shall not, which may be asserted or secured against, sustained, suffered or incurred by Purchaser, without 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 prior written consent of the Purchaser for any liability and Access Integrated, settle or obligation of the Company to be satisfied by Seller pursuant compromise or consent to the terms hereofentry of any judgment in any pending or threatened claim, whether accruedaction, absolutesuit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, contingent compromise 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 consent shall include an unconditional release of each Indemnified Person under this Agreement Section 8.3 from all liability arising out of such claim, action, suit 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 foregoingproceeding.

Indemnity of Purchaser. The Seller agrees Sellers 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 on Claim in time set forth in Clause 9 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, 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 Sellers 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;; SPA Executed.doc (ii) Any liability of the Purchaser for any liability or obligation of the Company or Sellers to be satisfied by Seller Sellers 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 Sellers 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 herewithherewith or the Closing hereunder; 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, including but not limited to any assessments or judgments, including legal and other necessary and reasonable costs and expenses incurred by the Company as a result of the litigation set forth on SCHEDULE 3.22. Any claims for indemnification hereunder shall first be made against the Escrow Fund but shall not be limited in amount or recourse to such Escrow Fund. Notwithstanding the foregoing provisions of this Subsection 13.01, the Company’s obligations to indemnify Purchaser hereunder shall terminate upon completion of the Closing on the Closing Date. The indemnity obligation of Sellers and the Company hereunder shall be without limitation on any other rights or claims that Purchaser may have against Sellers or the Company, whether under the terms of this Agreement or otherwise.

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, assigns 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) or the Company 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 it under this Agreement or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of them it 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.