Indemnity to Buyer Sample Clauses

Indemnity to Buyer. From and after the Closing, Sellers shall indemnify, defend and hold harmless Buyer and each of its officers, directors, employees, agents, representatives, shareholders, Affiliates and successors against all Losses incurred by any of them arising out of or relating to, whether directly or indirectly: (i) all Excluded Liabilities; (ii) any misrepresentation or breach of any representation or warranty made by Sellers in this Agreement or in any written statement, document, certificate or schedule furnished by Sellers pursuant to the provisions of this Agreement; (iii) any failure or refusal by Sellers or Acacia FSB (prior to the Closing) to satisfy or perform any covenant, obligation, restriction or agreement applicable to Sellers or Acacia FSB contained in this Agreement or in any written statement, document, certificate or schedule delivered by Sellers or Acacia FSB pursuant to this Agreement; and (iv) any claim, litigation or other action of any nature arising out of any act performed, transaction entered into or state of facts suffered to exist by Sellers or Acacia FSB prior to the Closing Date. The liability of Sellers pursuant to this Section 8.2 shall be joint and several, with the exception of any liability arising out of a misrepresentation or breach of any representation or warranty made in Section 3.2, or any restrictive covenant made in Section 5.17, which shall be the sole liability of the Seller that made the misrepresentation or breached the representation, warranty or restrictive covenant.
Sample 1
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Indemnity to Buyer. Corporation and Schwxxxx xxxeby jointly and severally indemnify and agree to hold Buyer and its officers, directors, employees, agents, parents, and affiliates harmless from and against all claims, losses, damages, costs, diminutions in value, liabilities, proceedings, deficiencies or expenses, including without limitation, interest, penalties and reasonable accounting fees and other costs and amounts paid in investigation or settlement of any of the foregoing (individually "Claim" and collectively the "Claims") (i) incurred in connection with, or arising out of or relating to the breach of any representation, warranty or other agreement or obligation of Corporation or Schwxxxx xxxsuant to this Agreement; (ii) arising from any liabilities or obligations (including without limitation, tax liabilities) not specifically assumed by Buyer as part of the Assumed Obligations, or (iii) relating to the Transferred Assets.
Sample 1
Indemnity to Buyer. Subject to the provisions of Section 6.5 hereof relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, the Seller agrees to indemnify, defend and hold harmless Buyer and the Company and their Affiliates, officers, directors, employees, agents and shareholders (collectively, the "Buyer Indemnitees") against all Losses incurred by any of the Buyer Indemnitees and arising out of or relating to: (i) all Excluded Liabilities (with the exception that as to any Environmental Liability, this indemnity shall extend only to any Environmental Liability directly allocable to Seller's or the Company's occupancy of or operations on the Property prior to the Closing); (ii) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement or in any written statement, certificate or schedule furnished by the Seller pursuant to the provisions of this Agreement; and (iii) any breach of any covenant, agreement or obligation of the Seller contained in this Agreement or any other agreement, instrument or document executed by Seller in connection with this Agreement. Notwithstanding the foregoing, damages based on a breach of representation or warranty shall constitute Losses for the purpose of this Section 6.2 only to the extent of the direct damages incurred (excluding consequential damages, whether or not foreseeable). Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described above pursuant to this Section, other than for any breach of the representations contained in the first two sentences of Section 3.1, Section 3.2, Section 3.4 and Section 3.20 or any Environmental Liability for which Seller is responsible hereunder or Seller's Employee Liabilities, unless and until the aggregate amount of all claims against Buyer Indemnitees exceeds $150,000 and then only to the extent such aggregate amount exceeds $150,000. Claims thereafter may be asserted regardless of amount. Other than for any breach of the representations contained in the first two sentences of Section 3.1, Section 3.4, the first sentence of Section 3.11, Section 3.20 or any Environmental Liability for which Seller is responsible hereunder, Seller's maximum liability to Buyer Indemnitees under this Section shall not exceed $4,250,000 in the aggregate.
Sample 1

Related to Indemnity to Buyer

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Indemnity by Seller Subject to the limitations in this Article X, Seller shall indemnify and hold harmless Buyer and its current and former directors, officers, employees, agents, representatives, Affiliates, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, reasonable costs and reasonable expenses (whether or not involving a third party claim), including, without limitation, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any actions and/or suits (commenced or threatened), demands, assessments, judgments, or any claim whatsoever, and any and all amounts paid in settlement of any of the aforementioned (collectively, the “Buyer’s Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, in respect of, connected with, or arising from: (a) any inaccuracy in any representation or warranty of Seller contained in this Agreement; (b) any breach of any covenant or agreement by Seller contained in this Agreement or any Ancillary Agreement; (c) any noncompliance with any bulk sales or fraudulent transfer laws in respect of the transactions contemplated herein; (d) any Employee claim described in Section 9.03 or any Seller Non-Transaction Related WARN Act Liabilities indemnified by Seller pursuant to Section 9.04(a); (e) any Excluded Liabilities; (f) any Taxes payable by Seller pursuant to Section 8.03(b); or (g) the operation of Purchased Business prior to the Closing, except to the extent of an Assumed Liability.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

  • SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE All representations, warranties, covenants, and obligations in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the certificate delivered pursuant to Section 2.4(a)(v), and any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

  • Indemnity by the Buyer The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

  • Indemnification of the Buyer Subject to the other provisions of this Article 7, from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnity of Escrow Agent The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

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