Obligation of Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless the Company against and in respect of any and all Losses which directly or indirectly arise, result from or relate to the breach by Purchaser of, or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements contained in this Agreement.
Obligation of Purchaser to Indemnify. Purchaser hereby agrees to indemnify, defend and hold the Sellers and their successors, assigns and Representatives harmless from and against any Losses suffered by Sellers by reason of any breach of the representations and warranties of Purchaser or of the covenants and agreements of Purchaser contained in this Agreement, the Schedules or the Transaction Documents.
Obligation of Purchaser to Indemnify. Subject to the limitations set forth in Section 7.5, the Purchaser hereby agrees, to indemnify, defend and hold harmless the Seller from and against any Losses suffered by the Seller by reason of any breach of the representations and warranties of the Purchaser or of the covenants and agreements of the Purchaser contained in this Agreement, the Schedules attached hereto or any other Transaction Document.
Obligation of Purchaser to Indemnify. (a) Regardless of any investigation at any time made by or on behalf of Sellers or of any knowledge or information that Sellers may have and subject to the limitations contained in this Section 10, Purchaser agrees to indemnify and hold the Sellers harmless from and against all Losses asserted against, imposed upon or incurred by the Sellers resulting from, arising out of or based upon any of the following:
Obligation of Purchaser to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 9, Purchaser hereby agrees to indemnify, defend and hold harmless the Company and the Stockholders from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.
Obligation of Purchaser to Indemnify. Purchaser shall indemnify and hold Seller harmless, from, against and in respect of (i) any and all Damages incurred by Seller, resulting from the breach of any of the representations, warranties, covenants or agreements of Purchaser contained in this Purchase Agreement and (ii) any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys fees, and all other damages incident to the foregoing. The indemnification provided in this paragraph 9.02 shall be in addition to such other indemnification as is set forth and provided for in that certain letter agreement of even date by and between Buyer and Sellers.
Obligation of Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless (x) the Stockholders from and against all Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Purchaser contained in this Agreement or (ii) breach by the Purchaser of any covenant or agreement contained in this Agreement and (y) the directors of the Company approving the transactions contemplated by this Agreement from and against any Losses based upon, arising out of or otherwise in respect of such approval by such directors.
Obligation of Purchaser to Indemnify. Subject to Sections 9.1, 9.4, 9.5, and 9.6 and this Section 9.3, Purchaser shall indemnify, defend and hold harmless Seller from and against all Losses that arise out of or result from, (i) the inaccuracy of any representation or warranty made by Purchaser pursuant to ARTICLE V to the extent not waived in writing by Seller and (ii) any Transfer Taxes. Notwithstanding any other provision of this Agreement: (i) the Purchasers’ total liability, including any liability for costs, fees, expenses (including legal expenses) and interest, (A) in respect of all claims for indemnification for the inaccuracy of any representation or warranty made by Purchaser pursuant to ARTICLE V is limited to 10% of the Allocated Asset Value, and (B) in respect of all claims for indemnification in relation to any Transfer Taxes is limited to the total amount of such Transfer Taxes less any portion of the Transfer Taxes paid by the Purchasers; and (ii) the Purchasers shall have no liability for any claim for indemnification unless the Seller gives written notice to the Purchasers of any matter or event that may give rise to such claim as soon as commercially practicable after the Seller becomes aware of such matter or event, with reasonable detail of such matter or event then known to the Seller, on or before the date being twelve (12) months from the Closing Date (the “Purchasers’ R&W Survival Period”).
Obligation of Purchaser to Indemnify. Purchaser and General Partner, jointly and severally, hereby agree to indemnify, defend and save harmless Seller and its Affiliates from any costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements but excluding consequential and other indirect damages) imposed upon, incurred by (whether by way of judgment, award, decree, settlement payment or otherwise) or suffered by Seller by reason of any (i) breach or inaccuracy in any material respect of any representation or warranty contained in Section 7.1 or (ii) breach in any material respect of any covenant of Purchaser or General Partner contained in this Agreement.
Obligation of Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless Seller, and his heirs, legal representatives, successors and assigns, from and against any Losses based upon, arising out of or otherwise in respect of (i) any breach in any of the representations and warranties of Purchaser set forth in Article 4 hereof, (ii) any breach in any of the representations and warranties of Purchaser set forth in any other provision hereof and (iii) any breach or nonfulfillment of any covenant or agreement of Purchaser contained in this Agreement.
