Requirement of Indemnification. Seller and each Seller, jointly and severally, shall indemnify Purchaser for any loss, cost, expense or other damage (including, without limitation, reasonable attorneys' fees and expenses) suffered by Purchaser resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by Shareholders herein, and any claims arising from actions by Company or Subsidiaries prior to the Closing Date. Purchaser shall indemnify and hold the Sellers harmless from and against any loss, cost, expense or other damage (including, without limitation, reasonable attorneys' fees and expenses) resulting from, arising out of, or incurred with respect to, or alleged to result from, arise out of or have been incurred with respect to, the falsity or the breach of any representation, covenant, warranty or agreement made by Purchaser herein, and any claims arising from actions of Company or Subsidiaries from and after the Closing Date.
Requirement of Indemnification. As a condition of your use of the Services, you warrant to us that you will not use the Services for unlawful purposes or in ways which are prohibited by this Agreement or which could damage or disable the Services or interfere with any other party’s use and enjoyment of the Services. You agree to indemnify and hold us harmless from any breach of your warranty, including but not limited to any claim made by any third party which is due to or arises out of your use of our Services. Your obligation to indemnify and hold us harmless extends to any judgments, awards, settlements and costs, including reasonable attorney’s fees, which stem from a breach of your warranty or any claims made by any third party which is due to or arises out of your use of our Services.
Requirement of Indemnification. (a) Castle shall defend, indemnify and hold the Parent Indemnitees harmless from and against any Damages suffered by them resulting from, arising out of or incurred with respect to, or (in the case of claims asserted against any Parent Indemnitee by a third party) alleged to result from, arise out of or have been incurred with respect to (i) the falsity, breach or inaccuracy of any of the warranties, representations, covenants or agreements of Castle and/or Shareholder contained in this Merger Agreement or in any schedule, exhibit, document or instrument delivered in connection herewith, (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses relating to Federal Tax liability of Castle, any Affiliate of Castle or other person or entity which arises by reason of the Company having been joined in the filing of consolidated Federal income Tax returns by the Consolidated Group, (iii) any and all claims against the Company arising out of or in connection with the Arbitration (exclusive of claims for Taxes) and (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expenses, incurred in enforcing this indemnity.
(b) The Parent shall indemnify and hold the Castle Indemnitees harmless from and against any Damages suffered by them resulting from, arising out of or incurred with respect to, or (in the case of claims asserted against any Castle Indemnitee by a third party) alleged to result from, arise out of or have been incurred with respect to (i) the falsity, breach or inaccuracy of any representation, warranty, covenant or agreement of the Parent or Sub contained in this Merger Agreement or in any schedule, exhibit, document or instrument delivered in connection herewith, (ii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses brought or asserted by Kenyen Projects Limited, any affiliate of Kenyen Projects Limited or any other person or entity claiming by, through or under any of the foregoing respecting or involving (A) the Company, (B) the Assets of the Company or (C) the transactions contemplated by the Asset Agreement or this Merger Agreement, (iii) any Environmental Claims, including without limitation any Environmental Claims alleging Liability of the Company, (iv) any Liability whatsoever of the Parent, Sub or the Company which are not specifically subject to i...
Requirement of Indemnification. 35 11.2 Procedures Relating to Indemnification ........................ 36 11.3 Defense of Third-Party Claim .................................. 38 11.4 Payment ....................................................... 38 11.5
Requirement of Indemnification. PC shall indemnify JDI for any loss, cost, expense or other damage suffered by JDI resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by shareholders. Without limiting the generality of the above, JDI shall be deemed to suffer loss, costs, expense or other damage if PC suffers loss, costs, expense or other damage.
Requirement of Indemnification. Any provision of Sections 9.1, 9.2 or 9.4 to the contrary notwithstanding, to the extent that a Director or Officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 9.1, or in defense of any claim, issue or matter therein, that person shall be indemnified against all expenses and liabilities, including attorneys’ fees, actually and reasonably incurred by that person in connection therewith. The right to indemnification granted by this Section 9.3 may be enforced by a separate action against the Corporation, if an order for indemnification is not entered by a court in the action, suit or proceeding wherein that person was successful on the merits or otherwise.
Requirement of Indemnification. RIT shall indemnify JDI for any loss, cost, expense or other damage suffered by JDI resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by RIT. Without limiting the generality of the above, JDI shall be deemed to suffer loss, costs, expense or other damage if RIT suffers loss, costs, expense or other damage.
Requirement of Indemnification. The Company shall indemnify the Fund and the shareholders of the Fund for any loss, cost, expense, or other damage suffered by the Fund or the shareholders of the Fund resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by the Company which survives the closing as provided in Section 8. The Fund shall indemnify the shareholders of the Company for any loss, cost, expense, or other damage suffered by the shareholders of Company resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty, or covenant made by the Fund which survives the closing as provided in Section 8.
Requirement of Indemnification. Shareholders shall indemnify Palm and RAI for any loss, cost, expense or other damages suffered by Palm or RAI resulting from arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by RM&M or shareholders which survive the closing as provided in Paragraph 8.
Requirement of Indemnification. NRI shall indemnify ODOL for any loss, cost, expense or other damage suffered by ODOL resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by NRI. Without limiting the generality of the above, ODOL shall be deemed to suffer loss, costs, expense or other damage if NRI suffers loss, costs, expense or other damage.
