Result of Breach of Representation or Warranty; Indemnification Sample Clauses

Result of Breach of Representation or Warranty; Indemnification. (a) Subject to the other provisions of this Article VIII, from and after the Closing, CCOC shall indemnify, defend and hold harmless each Buyer Indemnitee for any Losses incurred or suffered by the Buyer Indemnitees to the extent resulting from or arising out of:
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Result of Breach of Representation or Warranty; Indemnification. (a) Subject to the other provisions of this Article VII, the Sellers shall severally indemnify, defend and hold harmless Buyer (which, as of Closing, shall be deemed to include the Company), and its managers, directors, officers, employees, agents, representatives, successors and permitted assigns (the “Buyer Indemnitees”) from and against any and all liabilities, claims, Taxes, losses, damages (excluding consequential, special, incidental, exemplary, lost profits and punitive damages except to the extent that they are actually adjudicated as due and actually paid by such Person to a third party in connection with an indemnified Third Party Claim), costs and expenses (including reasonable costs of investigation and defense and all reasonable attorneys’ fees and disbursements), whether before, on or after the Closing Date (collectively, “Losses”), of the Buyer Indemnitees to the extent resulting from or arising out of:
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Result of Breach of Representation or Warranty; Indemnification. (a) Subject to the other provisions of this Article VII, Seller shall indemnify, defend and hold harmless Buyer, and its members, partners, shareholders, managers, directors, officers, Employees, agents, representatives, successors and permitted assigns (the “Buyer Indemnitees”) from and against any and all Liabilities, claims, Taxes, losses, damages, actions, judgments, interest, award, penalties, fines, costs and expenses (including reasonable costs of investigation and defense and the cost of pursuing any insurance providers and all reasonable attorneys’ fees and disbursements), whether before, on or after the Closing Date (collectively, “Losses”), of the Buyer Indemnitees to the extent resulting from or arising out of:
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Result of Breach of Representation or Warranty; Indemnification. (a) Subject to the other provisions of this Article VIII, from and after the Closing, Summit shall indemnify, defend and hold harmless Buyers and their respective Affiliates and each of their respective directors, officers, employees, stockholders, members, *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION *** partners, agents, representatives, successors and permitted assigns (the “Buyer Indemnitees”), without duplication, from and against any and all Losses actually suffered by a Buyer Indemnitee to the extent resulting from or arising out of (i) the breach of any representation or warranty of the Partnership and the GP set forth in Article III of this Agreement (without giving any effect, both for purposes of determining whether a breach has occurred and for purposes of calculating any Losses resulting therefrom, to any qualification as to “materiality” or “Partnership Material Adverse Effect” or any similar qualification), (ii) the breach of any representation or warranty of Summit set forth in Article IV of this Agreement (without giving any effect, both for purposes of determining whether a breach has occurred and for purposes of calculating any Losses resulting therefrom, to any qualification as to “materiality” or “Partnership Material Adverse Effect” or any similar qualification), (iii) the breach of any covenant or agreement of the Partnership or the GP contained in this Agreement, (iv) the breach of any covenant or agreement of Summit contained in this Agreement, (v) liabilities and obligations for any Taxes incurred by any of the Group Entities with respect to any period ending on or before the Closing Date (or, for any period beginning before and ending after the Closing Date, liabilities and obligations for Taxes to the extent allocable to the portion of such period beginning before and ending on the Closing Date in accordance with Section 6.7(a)), and (vi) the breach of any representation, warranty, covenant or agreement of Summit contained in the ***. The amount recoverable by the Buyer Indemnitees pursuant to this Section 8.2(a) shall be allocated in respect of the Purchased Interests that are Class A Interests or the Purchased Interests that are Class B Interests, as applicable, to the extent any indemnification obligation is attributable to the U.S. Business or the Non-U.S. Business.
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Related to Result of Breach of Representation or Warranty; Indemnification

  • Breach of Representation or Warranty Any representation or warranty made or deemed made by Borrower to Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

  • Breach of Representation, Warranty or Covenant Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of a breach of any representation or warranty of the Depositor set forth in Section 2.03 that materially and adversely affects the interests of the Certificateholders of a given Series, the Depositor shall cure such breach in all material respects.

  • Breach of Representations, Etc Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • No Misrepresentation or Breach of Covenants and Warranties There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Breach of Agreement and Indemnification 7.1 If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice any other rights of Party A herein.

  • Representations Warranties and Indemnification You represent and warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws, directives, rules, and regulations of any governmental authority in the Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respective directors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedings arising from a breach of the representations and warranties set for h in this Section, or a breach of any other term of the Agreement and this Schedule 1.

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