Indemnity of the Company. The Company agrees as to defend, indemnify and hold harmless the Shareholders from and against, and to reimburse the Shareholders with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by the Shareholders 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.
Indemnity of the Company. Each of the Sellers agrees to jointly and severally defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, 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 and 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.
Indemnity of the Company. The Company agrees as to defend, indemnify and hold harmless Seller from and against, and to reimburse Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by 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.
Indemnity of the Company. D2F and the Seller, jointly and severally, agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (“Company Losses”), asserted against or incurred 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 D2F or the Seller or in any document or certificate delivered by D2F or the Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided, however, that Seller shall only be required to defend, indemnify and hold harmless the Company for the representations and warranties made by Seller. Notwithstanding the foregoing provisions of this Section 6.2, no claim for indemnification shall be made by Company against Seller unless and until the aggregate Company Losses shall exceed $25,000.
Indemnity of the Company. The Company shall indemnify and hold harmless Purchaser from and against, and shall reimburse Purchaser with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements (collectively the "Losses") asserted against or incurred by Purchaser 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.
Indemnity of the Company. The Consultant agrees to indemnify the Company from all losses, claims, actions, damages, charges, taxes, penalties, assessments or demands (including reasonable legal fees and expenses) which may be made by the Canada Revenue Agency, Employment Insurance Plan, the Canada Pension Plan, the Workers Compensation Plan, or related plans or organizations requiring the Company to pay an amount under the applicable statutes and regulations in relation to any Services provided to the Company pursuant to this Agreement.
Indemnity of the Company. China Eco-Hospitality agrees as to defend, indemnify and hold harmless the Glorious Pie, Glorious Pie Shareholder, and Representative, and their officers and directors, from and against, and to reimburse the Glorious Pie, Glorious Pie Shareholder and Representatives, and their officers and directors, with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by Glorious Pie, the Glorious Pie Shareholder, and Representative, and their officers and directors by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by China Eco-Hospitality or in any document or certificate delivered by China Eco-Hospitality pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of the Company. Electrolinks agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements (“Company Losses”), asserted against or incurred 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 Electrolinks, or in any document or certificate delivered by Electrolinks pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided, however, that Electrolinks shall only be required to defend, indemnify and hold harmless the Company for the representations and warranties made by Electrolinks. Notwithstanding the foregoing provisions of this Section 7.2, no claim for indemnification shall be made by Company against Electrolinks unless and until the aggregate Company Losses shall exceed $25,000.
Indemnity of the Company. The Employee agrees to indemnify the Company from all losses, claims, actions, damages, charges, taxes, penalties, assessments or demands (including reasonable legal fees and expenses) which may be made by the Canada Revenue Agency, Employment Insurance Plan, the Canada Pension Plan, the Workers Compensation Plan, or related plans or organizations requiring the Company to pay an amount under the applicable statutes and regulations in relation to any Services provided to the Company pursuant to this Agreement.
Indemnity of the Company. Purchaser agrees to indemnify, defend and hold the Company 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 of Purchaser contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 6.3, 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 the Company under this Section unless and until the aggregate amount of all Losses of the Company in respect thereof shall exceed $5,000.
