Indemnity of Seller. Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all Losses (as hereinafter defined) arising out of or resulting from the breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 3.4, the term “Losses” shall mean all damages, costs and expenses (including reasonable attorneys’ fees) of every kind, nature or description, it being the intent of the Parties that the amount of any such Loss shall be the amount necessary to restore the indemnified party to the position it would have been in (economically or otherwise), including any costs or expenses incident to such restoration, had the breach, event, occurrence or condition occasioning such Loss never occurred. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by Seller under this section unless and until the aggregate amount of all Losses of Seller in respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below such threshold.
Indemnity of Seller. Subject to the provisions provided hereafter limiting the liability of Seller, Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.1, or (c) except for the matters disclosed herein or in the Disclosure Schedule, the ownership, construction, occupancy, operation, use and maintenance of the Property prior to the Closing Date, or (d) the violation on or before the Closing Date of any Hazardous Material Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.
Indemnity of Seller. Subject to the limitations of paragraph 7.3, Buyer agrees to indemnify, defend and hold Seller and each Shareholder harmless from and against each, any, and all Claims asserted by a third party or parties against Seller or any Shareholder arising from, based upon, or on account of any breach, failure to perform, or non-fulfillment by Buyer of any covenant, agreement, term, condition, certificate, representation, or warranty contained in this Agreement; provided, however, that the obligation to indemnify hereunder shall in no event exceed, in the aggregate, the amount of the Purchase Price. As to each Claim, the obligations arising hereunder shall include but not be limited to an obligation to pay to or for Seller and Shareholders all costs incurred in investigating, defending, or settling such Claim (including all reasonable attorneys' or experts' fees).
Indemnity of Seller. Purchaser will indemnify, defend, and hold harmless Seller 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 any such Person incurs or suffers, which arise, result from or relate to (a) any breach or inaccuracy of any representation or warranty made by Purchaser under this Agreement, (b) the failure by Purchaser to perform or comply with any of the covenants or agreements to be performed or complied with on the part of Purchaser under this Agreement, and (c) any use of Seller's Marks in connection with Purchaser's operation of the Program after the Effective Time, except to the extent such Losses are attributable to Seller's violation of the intellectual property rights of another Person.
Indemnity of Seller. The Company agrees to defend, indemnify and hold harmless Seller from and against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (“Seller’s Losses”), asserted against or incurred by such Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby. Notwithstanding the foregoing provisions of this Section 6.1, no claim for indemnification shall be made by each Seller against the Company unless and until the aggregate Seller’s Losses shall exceed $25,000.
Indemnity of Seller. If Seller is in breach of this Agreement, the Purchase Price shall, as the sole and exclusive remedy, be reduced by an amount corresponding to the deficiency or cost or direct loss actually incurred by the Purchaser (subject to Section 6.2) as a direct result of such breach. Such reduction may not, however, in any event exceed ten percent (10%) of the Purchase Price, which constitutes Seller's maximum liability under this Agreement or otherwise on whatever ground.
Indemnity of Seller. Seller agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all Losses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by Seller or in any document or certificate delivered by Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of Seller. The Purchaser and Company agree to indemnify and hold harmless the Purchaser and its 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 the Seller or any related 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 the Purchaser (a) herein or in any Schedule or Exhibit hereto, or (b) in any certificate or other instrument or document furnished to the Seller in connection herewith; (ii) Any liability of Purchaser for any liability or obligation of the Company to be satisfied by the Purchaser pursuant to the terms hereof, whether accrued, absolute, contingent or otherwise and whether known or unknown, due or which became due;
Indemnity of Seller. Seller agrees to indemnify and hold harmless Purchaser, its officers, directors, 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 Seller of a representation or warranty made hereunder or a material breach by Seller 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 Seller's ownership of the Shares and/or the Property.
Indemnity of Seller. Without limiting any of the remedies set out in Section 11.2 or any other remedies at law or in equity, to the fullest extent permitted by Law, Purchaser shall indemnify Seller, their respective Affiliates, and their respective officers, directors, employees, agents, successors and permitted assigns, from and against, and hold such Persons harmless from, any and all Losses which may at any time be imposed on, incurred by or asserted against such Person by any third party relating to or arising out of (A) any inaccuracy of any representation or warranty of Purchaser contained in any Transaction Document or in any schedule, document, instrument or agreement delivered pursuant hereto or thereto; and (B) any breach or non-performance by Purchaser of any covenant or agreement to be performed by Purchaser contained in any Transaction Document or in any document, instrument or agreement delivered pursuant hereto or thereto.
