THE PURCHASER’S AGREEMENT TO INDEMNIFY Sample Clauses

THE PURCHASER’S AGREEMENT TO INDEMNIFY. Subject to the limitations and other terms and conditions set forth herein, from and after the Closing, the Purchaser shall indemnify and hold harmless the Sellers and their respective Affiliates, any of their respective successors or assigns and their respective directors, officers or employees (each a “SELLER INDEMNIFIED PARTY”) from and against all liability, assessments, losses, charges, costs and expenses (including, without limitation, interest, court costs, reasonable attorneys’ fees and expenses) (collectively “SELLER DAMAGES”) incurred by a Seller Indemnified Party as a result of or arising out of (a) a material breach of any representation or warranty contained in ARTICLE 4 of this Agreement; (b) any material breach of or noncompliance by the Purchaser with any covenant or agreement contained in this Agreement; and (c) any liability of the Corporation. (The Purchaser Indemnified Parties and Seller Indemnified Parties are sometimes referred to collectively herein as the “INDEMNIFIED PARTIES.” “PURCHASER DAMAGES” and “SELLER DAMAGES” are sometimes referred to collectively herein as “DAMAGES.”).
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THE PURCHASER’S AGREEMENT TO INDEMNIFY. In addition to any other indemnifications expressly set forth herein, the Purchaser agrees to indemnify, exonerate, defend and save the Meditrust Parties harmless from, against, for and in respect of the full amounts of any and all damages, losses, demands, obligations, liabilities, debts, claims, actions, causes of action and encumbrances of every kind and nature suffered, sustained, incurred or required to be paid at any time after the Closing by any one or more of the Meditrust Parties, based upon, arising out of, resulting from or because of:
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THE PURCHASER’S AGREEMENT TO INDEMNIFY. Subject to the terms and ------------------------------------------- conditions set forth herein, from and after the Closing, the Purchaser shall indemnify and hold harmless the Seller and its Affiliates, any of their respective successors or assigns and their respective directors, officers or employees (each a "SELLER INDEMNIFIED PARTY") from and against all liability, assessments, losses, charges, costs and expenses (including, without limitation, interest, court costs, reasonable attorneys' fees and expenses) (collectively "SELLER DAMAGES") incurred by a Seller Indemnified Party as a result of or arising out of (a) a breach of any representation or warranty contained in ARTICLE III and ARTICLE IV of this Agreement; (b) any breach of or noncompliance by the Purchaser with any covenant or agreement contained in this Agreement; and (c) any liability of the Seller. (The Purchaser Indemnified Parties and Seller Indemnified Parties are sometimes referred
Sample 1
THE PURCHASER’S AGREEMENT TO INDEMNIFY. In addition to any other indemnifications expressly set forth herein, the Purchaser agrees to indemnify, exonerate, defend and save the Meditrust Parties harmless from, against, for and in respect of the full amounts of any and all damages, losses, demands, obligations, liabilities, debts, claims, actions, causes of action and encumbrances of every kind and nature suffered, sustained, incurred or required to be paid at any time after the Closing by any one or more of the Meditrust Parties, based upon, arising out of, resulting from or because of: (i) any and all liabilities and obligations of the Subsidiaries for federal, state or local taxes incurred, arising or accrued for any period from (and including) the Closing Date and thereafter; (ii) the failure to promptly remit to the Meditrust Parties (in accordance with the terms hereof) all refunds payable to any Subsidiary received by the Purchaser after the consummation of the Closing with respect to federal, state or local taxes incurred, arising or accrued for any taxable period through the Closing, to the extent such taxes were actually paid by any of the Meditrust Parties or any Subsidiary prior to the Closing; (iii) any claim, demand or cause of action asserted against any of the Meditrust Parties with respect to any and all obligations, liabilities, debts, contractual obligations, violations, torts, acts or omissions of any Subsidiary incurred, accruing and/or occurring after the Closing (including, without limitation, all of each lessee's obligations arising under the Ground Leases from and after the Closing Date); and (iv) all reasonable costs and expenses (including, without limitation, reasonable attorneys's fees, interest, and penalties) incurred by any Meditrust Party in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against. Each of the items set forth in this Section 3.4(r) shall be referred to collectively as the "Meditrust Indemnified Claims". The rights and remedies of the Meditrust Parties after the Closing for the Meditrust Indemnified Claims shall be limited to the remedies and procedures provided in Section 3.4(s)
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Related to THE PURCHASER’S AGREEMENT TO INDEMNIFY

  • Seller’s Agreement to Indemnify Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following:

  • Buyer’s Agreement to Indemnify Subject to the terms, conditions and limitations of this Agreement, Buyer agree to indemnify, defend and hold harmless Seller and their agents, from and against all Damages to which Seller becomes subject as a result of, arising out of, or based in any of the following:

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Termination of Shareholders Agreement The Sellers and the Company acknowledge and agree that, as of the Closing, that certain Shareholders Agreement, dated as of February 13, 2007, by and among certain of the Sellers and the Company, as amended, shall terminate in accordance with its terms, with no liability following such termination for the Company or any of its Subsidiaries or any of the Sellers or the Sellers’ Related Parties.

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Indemnification of Underwriters by Selling Stockholders Each Selling Stockholder, severally but not jointly, will indemnify and hold harmless each Indemnified Party, against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with the Selling Stockholder Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Securities Sold Pursuant to this Agreement The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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