THE BUYER'S INDEMNITY Sample Clauses

THE BUYER'S INDEMNITY. The Buyer agrees to indemnify --------------------- and hold the Seller harmless from and against all Losses that it sustains or becomes subject to as a result of the breach of any of the warranties, representations, covenants or agreements of the Buyer made herein, as well as any claim made against the Seller arising out of the Aurora Management Agreement and relating to actions taken after the date of this Agreement, less any amounts actually received by the Seller in respect of such Loss under insurance policies.
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THE BUYER'S INDEMNITY. The Buyer shall indemnify, defend and hold harmless each of the Sellers and their respective officers, directors, employees, partners, affiliates, agents, successors, subsidiaries and permitted assigns (collectively, the "SELLERS INDEMNIFIED GROUP") from and against all Losses that any member of the Sellers Indemnified Group sustains or becomes subject to as a result of (i) the breach of any of the warranties or representations of the Buyer made herein, (ii) the breach of any of the covenants or agreements of the Buyer made herein, and (iii) the ownership of the Interests, the operation of the Partnerships and the conduct of the Business in any period subsequent to the Initial Closing.
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THE BUYER'S INDEMNITY. The Buyer agrees to indemnify and hold the Parent or Litho harmless from and against all Losses that either Parent or Litho sustains or becomes subject to as a result of (i) the breach of any of the warranties, representations, covenants or agreements of the Buyer made herein less any amounts actually received by either Parent or Litho in respect of such Loss under insurance policies, (ii) ownership of the Interests or the operation of the Partnership in any period subsequent to the Closing, or (iii) any Liability of Buyer.
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THE BUYER'S INDEMNITY. The Buyer hereby indemnifies and holds the Seller harmless from and against, and agrees to reimburse the Seller for any damages and expenses, which the Seller may incur or become subject to as a result of, or in connection with any breach of any of the representations and warranties made by the Buyer in this Agreement, or any failure by the Buyer to perform or honour any of its covenants, agreements, or liabilities under this Agreement.
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THE BUYER'S INDEMNITY. Seller shall indemnify and hold the Buyer harmless, to any extent, from and against any and all claims, demands, obligations, damages, recoveries, liabilities, losses or deficiencies, whether accrued, absolute, contingent, known, unknown or otherwise (including, without limitation, any and all penalties, interest, reasonable attorneys' fees and other costs and expenses relating to any and all actions, suits, proceedings, demands, assessments and judgments), which arise out of, result from, or relate to: Seller's ownership or use of the Shares during any time at or prior to the Closing Date; or any misrepresentation, breach of warranty, breach of covenant or nonfulfillment of any agreement on the part of Seller under this Agreement.
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THE BUYER'S INDEMNITY. The Buyer shall indemnify, defend and hold harmless the Sellers from and against all Losses that any Seller sustains or becomes subject to as a result of (i) the breach of any of the representations and warranties of the Buyer made herein, or (ii) the breach of any of the covenants or agreements of the Buyer made herein.
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THE BUYER'S INDEMNITY. The Buyer shall defend, indemnify, and hold the Sellers harmless from and against:
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THE BUYER'S INDEMNITY. From and after the Closing, the Buyer shall indemnify and hold harmless the Seller and its respective officers, directors, shareholders, employees, agents, successors and permitted assigns ("SELLER INDEMNIFIED PARTIES") from and against any claim, liability, loss, loss of value, deficiency, penalty, interest, fine, assessment, cost, damage or expense (including, without limitation, court costs and reasonable attorneys' and experts' fees and expenses) (a "CLAIM") arising out of or resulting from:
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Related to THE BUYER'S INDEMNITY

  • 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.

  • Seller’s Indemnity Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.

  • Purchaser’s Indemnity Each of the Purchasers participating in registration hereunder will indemnify and hold harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. .

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • 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.

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • 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 Indemnities The Seller will, except in the case of gross negligence or wilful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from:

  • Buyer Indemnity (a) Buyer agree to indemnify Seller and hold it harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Seller to the extent that such Damages are occasioned by, caused by or arise directly out of:

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