Purchaser to Indemnify. The Purchaser indemnifies and keeps indemnified the Vendor and the Development Manager against all liability loss and damage which the Vendor or the Development Manager (as the case may be) may suffer as a direct or indirect result of the Purchaser failing to comply with clauses 2 or 3.
Purchaser to Indemnify. Purchaser agrees to indemnify, hold harmless and defend Seller, and Seller's directors, officers, subsidiaries, successors and assigns, and Affiliates (collectively, the "Seller's Indemnified Parties"), on an after tax basis, from and against any and all Losses of any kind whatsoever which may at any time be incurred by, imposed upon, or asserted or awarded against the Seller's Indemnified Parties that:
(a) arise out of or result from the breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement (which shall include the Exhibits and Schedules attached hereto) or any certificate delivered to Seller hereunder,
(b) arise out of or result from any breach or failure to comply with any covenant made by Purchaser in this Agreement,
(c) are sustained or incurred by the Seller's Indemnified Parties by reason of any failure of the Purchaser to pay, perform or otherwise discharge the Assumed Liabilities,
(d) are based upon any action taken or omitted to be taken by Purchaser subsequent to the Closing or (except to the extent specifically otherwise provided herein) resulting from or arising in connection with any transaction or event occurring subsequent to the Closing,
(e) after the Closing Date, arise out of or result from the breach or default by Purchaser of any of the obligations of the tenant under the Lease, including without limitation, the obligations to indemnify and hold the landlord harmless with respect to environmental liabilities pursuant to paragraph 65 of the Lease, or
(f) are for Transfer Taxes.
Purchaser to Indemnify. (a) In accordance with and subject to the provisions of this Section 12.1, Purchaser shall indemnify and hold harmless Seller, its officers, and directors from and against and in respect of any and all claims, demands, losses, costs, expenses, liabilities, damages, including interest, penalties, and reasonable attorney fees and amounts paid in settlement, (collectively, "Indemnified Losses") suffered or incurred by Seller, by reason of, or arising out of:
(i) any material breach of a representation or warranty contained in this Agreement or other transaction documents to which Purchaser is a party, or any failure by Purchaser to perform in connection therewith, or the breach of any covenant or agreement in this Agreement or other transaction documents, to which Purchaser is a party, or any failure by Purchaser to perform in connection therewith; and
(ii) the failure of Purchaser to pay, satisfy, discharge, perform and fulfill any of the Obligations expressly assumed by the Purchaser pursuant to this Agreement.
(b) Purchaser shall have no liability to Seller under this Agreement except to the extent of the consideration set forth in Section 3, provided that Seller shall be entitled to pursue any equitable remedy provided in this Agreement or by law.
(c) The indemnities given in Section 12(a) and the right of Seller to submit Claims shall expire six (6) months from the date full consideration has been paid by Purchaser under this Agreement.
(d) Seller shall give written notice (the "Claim Notice") of any Claim for indemnification under this section to Purchaser as promptly as practicable, but in any event: (i) if such Claim relates to the assertion against Seller of any claim by a third party (a "Third Party Claim"), within 30 days after the assertion of such Third Party Claim, or (ii) if such Claim is not in respect of a Third Party Claim, within 30 days after the discovery of facts upon which Seller intends to base a Claim for indemnification pursuant to this section; provided, however, that the failure or delay to so notify Purchaser shall not relieve Purchaser of any obligation or liability that Purchaser may have to Seller except to the extent that Purchaser demonstrates that Purchaser's ability to defend or resolve such Claim is adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based. Subject to the rights of or duties to any insurer or other third party havin...
Purchaser to Indemnify. Subject to the limitations hereinafter provided in this Article X, the Purchaser covenants and agrees to indemnify and save harmless the Vendor of and from:
(1) any loss suffered by the Vendor as a result of any breach of representation, warranty or covenant of the Purchaser contained in this Agreement or in any agreement, certificate or other document delivered or given pursuant to this Agreement; and
(2) all claims, actions, causes of action, damages, losses, liabilities, demands, costs and expenses (including legal expenses on a solicitor-client basis) in respect of the foregoing. Subject to the limitations hereinafter provided in this Article X, the liability of the Purchaser under this Section 10.4 shall cease upon the expiration of the respective limitation periods set out in Article IX unless the Purchaser shall have been given notice of any claim hereunder by the Vendor pursuant to this Section 10.4 prior to such date in which event the limitation period shall not apply with respect to such claim.
Purchaser to Indemnify. Purchaser agrees to indemnify, hold harmless and defend Seller, and Seller's directors, officers, subsidiaries, successors and assigns, and Affiliates (collectively, the "Seller's Indemnified Parties"), from and against any and all Losses of any kind whatsoever which may at any time be incurred by, imposed upon, or asserted or awarded against the Seller's Indemnified Parties that:
(a) arise out of or result from the breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement (which shall include the Exhibits and Schedules attached hereto) or any certificate delivered to Seller hereunder,
(b) arise out of or result from any breach or failure to comply with any covenant made by Purchaser in this Agreement,
(c) are sustained or incurred by the Seller's Indemnified Parties by reason of any failure of the Purchaser to pay, perform or otherwise discharge the Assumed Liabilities,
(d) are a claim, liability, obligation, Tax, contract or commitment arising out of or relating to the Purchaser's operation of the Branch Offices subsequent to the Closing Date,
(e) are for any exit or entrance fees payable to the FDIC as a result of the consummation of the transactions contemplated hereby.
Purchaser to Indemnify. As from the Settlement Date, the Purchaser must indemnify the Vendor in respect to any fees, costs, levies, charges, expenses and special levies of the Owners Corporation.
Purchaser to Indemnify. Subject to the terms and conditions of this Article XII, from and after the Closing, Purchaser agrees to indemnify, hold harmless and defend Seller and its Affiliates and Seller’s and each such Affiliate’s directors, officers, subsidiaries, successors and assigns, and Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Losses and Expenses of any kind whatsoever which may be incurred by, imposed upon, or asserted or awarded against any Seller Indemnified Party arising out of or resulting from:
(a) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement, or in any of the certificate delivered by or on behalf of Purchaser pursuant to this Agreement;
(b) any breach or failure to comply with any covenant or agreement made by Purchaser in this Agreement; or
(c) the Assumed Liabilities.
Purchaser to Indemnify. Subject to the limitations in this Article 6, the Purchaser hereby agrees to indemnify and hold harmless the Company and its directors, officers, employees and agents from and against all Losses which may be suffered or incurred by any of them as a result of a breach of (a) any representation or warranty of the Purchaser contained in this Agreement or (b) any covenant of the Purchaser contained in this Agreement.
Purchaser to Indemnify. The Purchaser covenants and agrees to indemnify and save harmless the Vendor of and from:
(a) any loss suffered by the Vendor as a result of the failure of the Purchaser to pay, satisfy, discharge, perform and fulfil the Assumed Liabilities;
(b) any loss suffered by the Vendor as a result of any breach of representation, warranty or covenant of the Purchaser contained in this Agreement;
(c) any loss suffered by the Vendor as a result of any claim against or obligation of the Purchaser arising from the negligence of the Purchaser in its conduct of the Business or with respect to the Acquired Assets after the Closing Time;
(d) any claim against or obligation of the Purchaser arising under any Applicable Law; and
(e) all claims, actions, causes of action, damages, losses, liabilities, demands, costs and expenses in respect of the foregoing. The liability of the Purchaser under this Section 6.2 for breaches of representations and warranties shall cease upon the expiration of the relevant limitation period set out in Section 4.6 unless the Purchaser shall have been given notice of any claim hereunder by the Vendor pursuant to this Section 6.2 prior to such date in which event the limitation period shall not apply with respect to such claim.
Purchaser to Indemnify. Subject to the terms and conditions of this Article XI, from and after the Closing, Purchaser agrees to indemnify, hold harmless and defend Seller and its Affiliates and Seller’s and each such Affiliate’s directors, officers, subsidiaries, successors and assigns, and Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Losses of any kind whatsoever which may at any time be incurred by, imposed upon, or asserted or awarded against Seller Indemnified Parties (a) arising out of or resulting from the breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement, the certificate delivered to Seller by Purchaser pursuant to Section 10.1(d) or any documents, agreements or instruments to be executed by Purchaser pursuant to this Agreement, (b) arising out of or resulting from any breach or failure to comply with any covenant or agreement made by Purchaser in this Agreement or any documents, agreements or instruments to be executed by Purchaser pursuant to this Agreement or (c) the failure by Purchaser to perform any of its obligations with respect to the Assumed Liabilities in accordance with their terms.
