Purchaser Indemnities Sample Clauses

Purchaser Indemnities. 10.1 The Purchaser hereby agrees to indemnify and hold the Minister of Sport, Arts and Culture, Iziko and its officers, board members, directors, employees, agents, contractors, and attorneys harmless from and against the entirety of any Adverse Consequences, which Iziko may suffer (whether directly or indirectly) resulting from, arising out of, or relating to– 10.1.1 any information provided by the Purchaser to Iziko in response to the RFQ or pursuant to this Agreement being found to be incorrect; 10.1.2 a failure of any of the Purchaser Warranties or any other warranties or undertakings contained in this Agreement to be true and correct; 10.1.3 any breach of or non-compliance by the Purchaser with any of its obligations contained in this Agreement; 10.1.4 any Environmental Liability which arises as a result of any breach or non-compliance by the Purchaser with any of its obligations contained in this Agreement or under all Applicable Laws; 10.1.5 any fine, sanction or penalty imposed upon Iziko under Applicable Laws as a consequence of a breach by the Purchaser of the Purchaser Warranties or its obligations under this Agreement; 10.1.6 as a result of the Purchaser Insurance lapsing for any reason whatsoever; 10.1.7 any claim made against the Minister of Sport, Arts and Culture or Iziko by any third party including, but not limited to, any Associated Parties of the Purchaser, the TNPA, the Port or the V&A Waterfront, which arises out of the breach, negligent performance or failure or delay in performance of this Agreement; and 10.1.8 any claim made against the Minister of Sport, Arts and Culture or Iziko by any third party including but not limited to any Associated Parties of the Purchaser, the TNPA, the Port or the V&A Waterfront, which arises out of- 10.1.8.1 the use of the Vessel by the Purchaser after the Delivery Date; or 10.1.8.2 the transporting and removal of the Vessel from the Current Berth to the Alternative Berth by the Purchaser after the Delivery Date; or 10.1.8.3 transporting the Vessel in the V&A Waterfront and at the Port after the removal and delivery to Iziko of the Excluded Heritage Objects when the Purchaser is entitled to deal with the Vessel as it sees fit; or 10.1.8.4 transporting the Vessel out of the Port after the removal and delivery to Iziko of the Excluded Heritage Objects when the Vessel can be removed from the Port in accordance with clause 8.5; or 10.1.8.5 the removal and delivery to Iziko of the Excluded Heritage Objects...

Purchaser Indemnities. The Purchasers hereby agree to indemnify and hold harmless each of the Seller and its affiliates from and against any and all Damages actually suffered or paid by the Seller or its affiliates as a result of the breach of any representation or warranty made by the Purchasers in this Agreement. To the extent that the Purchaser’s undertakings set forth in this Section 6(b) may be unenforceable, the Purchasers shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder.

Purchaser Indemnities. The Purchaser shall, in line with the general principle of ‘our watch, your watch’ concerning the allocation of Liabilities agreed upon between the Purchaser and Seller, indemnify and hold the Seller and the Seller’s Affiliates harmless from any and all Losses arising from or in connection with the following matters:

Purchaser Indemnities. Seller shall indemnify, defend and hold Purchaser and its directors, officers, employees, shareholders, agents and Affiliates, and their respective successors and assigns (the "PURCHASER INDEMNITEES"), harmless from and against any and all Losses suffered, sustained, incurred or required to be paid by any Purchaser Indemnitee by reason of (i) any representation or warranty made by Seller in this Agreement or in any other Transaction Document being untrue or incorrect, (ii) the failure of Seller to perform any covenant or agreement to be performed by Seller under this Agreement or under any other Transaction Document, (iii) any noncompliance of Seller with any Bulk Sales Laws (defined as Uniform Commercial Code Article 6) or fraudulent transfer law in respect of the transactions contemplated by this Agreement, (iv) any indebtedness, liabilities and obligations of Seller other than the Assumed Obligations, (v) any of the claims or litigation described in Schedule 5.14 hereto, (vi) any of the Excluded Liabilities, (vii) accruals or increases to any of the assumed accounts payable from the amounts shown on the Seller's books and records as of the Closing Date, (viii) any Taxes, including, without limitation, sales Taxes, penalties, or other charges or fees owed by Seller to any governmental authority, whether or not such liabilities are known to Seller, as of the Closing Date, or (ix) any payments made by or costs incurred to Purchaser (A) in satisfaction of delinquent obligations of Licensed Intellectual Property used in the ordinary course of business, (B) in connection with the Purchasers fulfillment of customer obligations for which Seller had previously received and spent the customer's deposit; (C) in connection with any creditor taking action against the Purchaser due to the Seller's inadequate satisfaction of liabilities existing at Closing Date, including but not limited to charges of fraudulent conveyance or preference under California or federal law; or (D) in connection with payment of contributions, interest, and penalties due to the Employment Development Department of the Health and Human Services Agency of the State of California to cover the amount due or unpaid from Seller pursuant to the CUIC.

Purchaser Indemnities. Purchaser Indemnitees" shall mean the following Persons:

Purchaser Indemnities. Subject to Sections 4(a) and 4(b), Purchasers shall indemnify and keep indemnified Seller and its Affiliates in full and on demand against any and all Losses which the Seller or its Affiliates may in any way incur or suffer as a result of: A. any liabilities referred to in Sections 4(a) and 4(b) which under those sections it is agreed are the responsibility of Purchasers; B. any Transferred Secondee making any claim against any Seller or its Affiliates, including but not limited to a claim in respect of salary and/or benefits, wrongful dismissal, unfair dismissal, redundancy, which claim is made against Seller or its Affiliates arising out of or in connection with the employment or engagement of any of the Transferred Secondees or the termination thereof in the period after the relevant Transfer Date (except where such claims arise as a result of any act or omission of Seller or its Affiliates); and C. any Losses arising from any act or omission of Purchasers or a Recipient or a failure by Purchasers or a Recipient to discharge any obligation relating to any of the Secondees, in respect of the period between but excluding the Closing Date and the relevant Transfer Date.

Purchaser Indemnities. The Purchaser hereby agrees to indemnify and hold harmless the Seller and the Company from and against any and all losses, costs, liabilities and expenses arising out of or related to the transfer by the Seller to the Purchaser or the resale or distribution by the Purchaser of any portion of the Shares in violation of the Act or any applicable state securities laws or any written agreements covering the Shares. The Purchaser further agrees to defend, indemnify and hold harmless the Company and the Company's legal counsel, Axxxxxx Xxxxx LLP, and their respective officers, directors, employees, agents, and partners, from and against any and all damages, losses, costs, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to any breach of the representations, warranties or covenants of the Purchaser under this Stock Purchase Agreement.

Purchaser Indemnities. If Closing occurs, Purchaser agrees to indemnify, defend and hold harmless Seller and its respective parents and Affiliates, and each of their officers and directors, successors (collectively “Seller Indemnified Party”) and assigns from and against any and all Losses, that are incurred by or awarded against any Seller Indemnified Party, including reasonable legal, accounting, and other expenses in connection therewith (if and to the extent allowable under applicable law), which arise out of, are in connection with, or relate to any breach of the representations or warranties made by Purchaser in Section 7 of this Agreement or in any certificate delivered by Purchaser at Closing; provided, however, that for purposes of determining whether a breach of such representation or warranty has occurred or the amount of Losses incurred in connection therewith, any limitation or qualification as to materiality set forth in such representation and warranty shall be disregarded. The obligations of Purchaser under this Section 13(b) shall survive Closing or termination of this Agreement.

Purchaser Indemnities. The Purchaser indemnifies Dusk Mobile and its Personnel against any and all loss, damage, cost, expense or liability which Dusk Mobile and its Personnel may suffer or incur, to the extent arising out of: (a) personal injury (including death), or loss of or damage to any tangible property, caused by any act or omission of the Purchaser; or (b) any breach of the agreement by the Purchaser.

Purchaser Indemnities. The Purchaser indemnifies the Vendor on demand in respect of all Claims which may be incurred by brought, made or recovered against the Vendor consequent on or arising directly or indirectly out of any default or delay by the Purchaser the performance of its obligations contained or implied under the Bookshop Lease on and from Settlement.