Indemnity of the Purchaser. The Purchaser agrees to indemnify, defend and hold harmless the Seller from and against, and to reimburse the Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement or made by the Purchaser or in any document or certificate delivered by the applicable Purchaser pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of the Purchaser. The Purchaser 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 (collectively, the "Losses") 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 made by Purchaser.
Indemnity of the Purchaser. The Purchaser shall indemnify, defend and hold harmless the Seller from and against, and shall reimburse the Seller with respect to, all Losses asserted against or incurred by Seller by reason of, arising out of, or in connection with any breach of any representation, warranty or covenant contained in this Agreement or in the Management Agreement or made by the Purchaser or in any other document or certificate delivered by the Purchaser pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby or thereby.
Indemnity of the Purchaser. The Purchaser and its Affiliates will indemnify and hold harmless the Vendor and all of its directors, officers, employees, agents, Affiliates, successors and assigns, together with each and all of their respective directors, officers, employees, agents, successors and assigns ( each and all of the foregoing being referred to collectively as the “Vendor Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs, obligations, assessments, penalties and interest, demands, actions, and expenses (including actual attorneys’ fees), whether direct or indirect, known or unknown, absolute or contingent, including, without limitation, settlement costs and any legal, accounting, and other expenses for investigation or defending any actions or threatened actions which the Vendor Indemnitees may suffer or incur by reason of any misrepresentation, or non-fulfilment of any covenant, on the part of the Purchaser under this Agreement, or from any misrepresentation in, or omission from, any certificate, or other instrument, furnished, or to be furnished, to the Vendor in relation to this Agreement.
Indemnity of the Purchaser. The Purchaser agrees to defend, indemnify and hold harmless the Company and its affiliates from and against, and to reimburse the Company and its affiliates with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Company or its affiliates 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 Purchaser or in any document or certificate delivered by Purchaser pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of the Purchaser. The Purchaser and its Affiliates will indemnify and hold harmless the Vendor and all of its directors, officers, employees, agents, Affiliates, successors and assigns, together with each and all of their respective directors, officers, employees, agents, successors and assigns ( each and all of the foregoing being referred to collectively as the “Vendor Indemnitees”) from and against any and all Loss which the Vendor Indemnitees may suffer or incur by reason of any misrepresentation, or non-fulfilment of any covenant, on the part of the Purchaser under this Agreement, or from any misrepresentation in, or omission from, any certificate, or other instrument, furnished, or to be furnished, to the Vendor in relation to this Agreement.
Indemnity of the Purchaser. (a) The Seller shall indemnify the Purchaser, its officers, directors, employees, managers, members, agents and assigns (each, a “Purchaser Indemnified Person”) for any and all Losses (as hereinafter defined) incurred by such Purchaser Indemnified Person (i) as a result of any breach by the Seller of any representation, warranty, covenant condition or agreement set forth in this Agreement, (ii) Liabilities of, or claims against, the Purchaser relating to, or arising out of, the operation of the Business prior to the Closing Date or facts and circumstances existing at or prior to the Closing Date, whether or not such Liabilities were known on such date, and any other Liabilities of the Seller or relating to the Business, (iii) as a result of Seller’s failure to pay any Taxes when due related to the Business, (iv) as a result of claims by employees related to periods of employment by Seller prior to the Closing and unpaid, including accrued vacation, xxxxxxx’x compensation, or as a result of any investigation or finding of any government agency relating to violations of employment laws including without limitation, wage and hour laws and (v) as a result of misclassification of any employees of the Seller as independent contractors. Except as set forth in clause (b) below, the maximum aggregate liability of the Seller hereunder shall be $[Insert Cap Amount] plus reasonable accountants and attorneys fees costs and expenses (the “Liability Cap”). However, if the amount owed Purchaser by Seller pursuant to this Section exceeds the amount Purchaser has paid Seller pursuant to Section to 3.2, the balance due shall be setoff against the next payment due Seller pursuant to Section 3.2 and 9.4. “Losses” shall mean any and all losses, claims, shortages, damages, liabilities, expenses (including reasonable attorneys’ and accountants’ fees), assessments, Taxes (including interest or penalties thereon) sustained, suffered or incurred by any Person arising from or in connection with any such matter that is the subject of indemnification under this Article.
Indemnity of the Purchaser. The Company agrees to defend, indemnify and hold harmless the Purchaser from and against, and to reimburse the Purchaser with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Purchaser by reason of, arising out of, or in connection with:
(a) any material breach of any representation or warranty (PROVIDED, HOWEVER, that if any such representation and warranty is already qualified in any respect by materiality or as to Material Adverse Effect, for purposes of this Section 7.1(a), such materiality or Material Adverse Effect qualification will be in all respects ignored and such representation shall be true and correct in all material respects without regard to such qualification) 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;
(b) any material failure by the Company to perform any agreement required by this Agreement to be performed thereby; or
(c) any claim, demand, action, suit, proceeding or investigation involving the Company or any Subsidiary arising at any time and not disclosed in the Disclosure Schedule (including the exhibits thereto) and required to be so disclosed relating to a state of facts, action or omission to act arising on or prior to the Closing Date or the allegation by any third party of the existence of any state of facts which, if existing, would constitute a material breach of any representation or warranty referred to in clause (a) of this Section 7.1.
Indemnity of the Purchaser. The Purchaser shall fully indemnify the Vendors for the maximum relevant period specified in Section 7.1 against all Claims:
(1) arising out of any misrepresentation or breach of warranty by the Purchaser under this Agreement; (2) arising out of any breach or non-performance by the Purchaser of any covenant or other obligation to be performed by the Purchaser under this Agreement; and (3) otherwise relating to the Corporation arising from the operation of the Business after the Closing Time; and such indemnity shall include, without limitation, reasonable expenses of investigation and legal fees and expenses in connection with any action or proceeding against the Vendors. The liability of the Purchaser under this Section 7.3 with regard to any misrepresentation or breach of warranty shall not extend to any Claim asserted after the applicable time period referred to in Section 7.1.
Indemnity of the Purchaser. 8.2.1. The Vendor hereby further agrees to indemnify and save the Purchaser and Workstream (collectively, in this Section 8, the "Purchaser") harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of or arising out of:
8.2.1.1. any claim for a debt, obligation or liability which is not specifically assumed by the Purchaser pursuant to this Agreement;
8.2.1.2. any suit, action, proceeding, claim, investigation pending or threatened against or affecting the Purchased Assets or the Business, regardless of whether such is disclosed in a Schedule hereto, that arises from the conduct of the Business prior to the Closing Date; and
8.2.1.3. all costs and expenses including, without limitation, reasonable attorney's fees, incidental to, arising from or in respect of the foregoing.
8.2.2. The obligations of indemnification by the Vendor pursuant to paragraph 8.2.1 of this section will be:
8.2.2.1. subject to the limitations referred to in Section 4.1 with respect to the survival of the representations and warranties by the Vendor;
8.2.2.2. subject to the limitations referred to in Section 4.3; and
8.2.2.3. subject to the provisions of Section 8.3.
