Purchaser’s Release and Indemnity of Vendor Sample Clauses

Purchaser’s Release and Indemnity of Vendor. The Purchaser, its transferees and successors, shall forever release, and covenant not to sue the Vendor for any claim arising out of, and further agrees that it shall indemnify and save harmless the Vendor in respect of, any claims made by any successors in title to the Property, governmental authorities or any other third parties in respect of any and all claims relating to, any matter pertaining to the Property, including, without limitation, claims relating to the physical condition of the Property, access and the past, present or future environmental condition of the Property including, but not limited to, the presence of Hazardous or non-Hazardous Substances located on, in, under or at the Property, whether any such condition at the time of formation or closing of this Agreement, or any time thereafter, is known or unknown, disclosed or undisclosed, latent, or patent, and whether such claim(s) arise or may arise pursuant to or in connection with existing or future federal, provincial, municipal or local laws or common law. The Purchaser agrees to deliver on closing a release and indemnity, satisfactory to the Vendor’s solicitors acting reasonably, in respect of the matters described in this Section 6.01.
Sample 1
AutoNDA by SimpleDocs

Related to Purchaser’s Release and Indemnity of Vendor

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Indemnity The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

  • No Third Party Beneficiaries This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

  • Representations and Warranties Borrower represents and warrants as follows:

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • Exceptions Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

  • Disputes In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.

  • Warranty Contractor expressly warrants that the goods covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in paragraph “Z” below, and as more fully described in paragraph “Z,” harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!