The Buyer’s Indemnification Sample Clauses

The Buyer’s Indemnification. The Buyer hereby agrees, subject to the provisions hereof, to assume and to indemnify and hold the Sellers and their directors, officers and employees harmless from and after the date of this Agreement, against and in respect of any losses, liabilities, damages or reasonable expenses incurred by the Sellers (i) that result from any material misrepresentation, breach of warranty or nonfulfillment of any covenant on the part of the Buyer under this Agreement or the Assumption Agreement, or contained in any other agreement, certificate or other instrument furnished by the Buyer at Closing, provided that such losses, liabilities, damages or expenses are reasonably itemized and described in a written notice of claim signed by a duly authorized officer of the Sellers and received by the Buyer within one (1) year after the Closing Date, (ii) arising from or in connection with any Assumed Liabilities or (iii) arising from or in connection with the operation of the Business or the Real Property by the Buyer after the Closing Date. As a condition to any liability on the part of the Buyer under this Section 13.3, the Sellers shall notify the Buyer in writing of any fact or circumstance which may give rise to liability under this Section 13.3 with reasonable promptness after such fact or circumstance first comes to the attention of the Sellers or any of their officers, agents or employees, and Buyer and its legal representatives shall have, at the Buyer's election, a right to compromise or defend any such matter involving asserted liability through counsel of its own choosing at the Buyer's expense. In the event the Buyer undertakes to compromise or defend any such liability, it shall notify the Sellers in writing promptly of its intention to do so, and the Sellers shall cooperate with the Buyer and its counsel in the compromising of or the defending against any such liabilities or claims. The Buyer shall not be liable under this Section for any settlement of any such matter effected without its prior written consent, such consent not to be unreasonably withheld.
Sample 1
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The Buyer’s Indemnification. From and after the Closing Date, Buyer and Parent, jointly and severally, shall indemnify and hold harmless the Seller, and its successors and assigns, and its directors, officers, employees, agents and representatives, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses, including reasonable attorney's fees and court costs, arising out of or caused by, directly or indirectly, any of the following:
Sample 1
The Buyer’s Indemnification. Provided that Closing occurs, THE BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER INDEMNITEES”) FROM AND AGAINST ANY AND ALL DAMAGES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) ANY BREACH OR INACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF BUYER SET FORTH IN THIS AGREEMENT, (II) ANY BREACH OR FAILURE TO PERFORM OR SATISFY ANY OF THE COVENANTS OR OBLIGATIONS OF BUYER SET FORTH IN THIS AGREEMENT, AND (III) THE ASSUMED OBLIGATIONS OF BUYER, IN ANY SUCH EVENT REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF SELLER INDEMNITEES.
Sample 1
The Buyer’s Indemnification. The Buyer shall protect, defend, indemnify and hold harmless the Seller, its subsidiaries, and their officers, directors, employees, successors and assigns from and against any losses, damages and expenses (including reasonable counsel fees, costs and expenses incurred in investigating and defending against the assertion of such liabilities) (collectively, “Losses”) that may be sustained, suffered or incurred by the Seller or its Affiliates and their respective officers, directors, employees, successors and assigns and which (i) are related to any breach by the Buyer of its representations, warranties, or covenants in this Agreement, (ii) arise out of the Buyer’s use or ownership of the Purchased Assets on or after the Closing Date, or (iii) relate to liability for any Taxes under GST Legislation with respect to the transfer of the Purchased Assets.
Sample 1

Related to The Buyer’s Indemnification

  • Buyer’s Indemnification Provided that the Closing occurs, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Waivers Indemnification 60 11.1 Demand; Protest; etc...........................................................................60 11.2 The Lender Group's Liability for Collateral....................................................60 11.3 Indemnification................................................................................60

  • Buyer’s Indemnity Buyer shall indemnify, defend and hold Seller harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees), due to Buyers operation of the Property from and after Closing. The indemnification obligations of Buyer shall be repeated at and shall survive the Closing.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

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