The Purchaser’s Indemnification. 11.2.1 The Purchaser shall indemnify and hold the Service Provider harmless from and against any and all damages, costs, losses and expenses, direct or indirect, arising out of or in connection with the Purchaser’s use of any Services or Results, including but not limited to any Third party claims on Intellectual Property Rights infringement.
11.2.2 The Service Provider shall after receipt of notice of a claim related to the Purchaser’s use of any Services or Results from the Service Provider notify the Purchaser of such claim in writing and the Purchaser shall following receipt of such notice, to the extent permitted under applicable law, at its own cost conduct negotiations with the Third party presenting the claim and/or intervene in any suit or action. The Purchaser shall at all times keep the Service Provider informed of the status and progress of the claim and consult with the Service Provider on appropriate actions to take. If the Purchaser fails to or chooses not to take actions to defend the Service Provider within a reasonable time, or at any time ceases to make such efforts, the Service Provider shall be entitled to assume control over the defence against such claim and/or over any settlement negotiation at the Purchaser’s cost. Any settlement proposed by the Purchaser on its own account must take account of potential implications for the Service Provider and shall therefore be agreed in writing with the Service Provider before settlement. Each Party will at no cost furnish to the other Party all data, records, and assistance within that Party’s control that are of importance in order to properly defend against a claim.
The Purchaser’s Indemnification. Each 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, 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 such Purchaser or breach of any warranty by such 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 such Purchaser of any covenant or undertaking to be performed by such Purchaser hereunder, or under any other Related Agreement.
The Purchaser’s Indemnification. (a) The Purchaser and its employees, officers, directors, and Affiliates, and, after the Effective Time, the Surviving Corporation, (collectively, the “Purchaser Indemnitors”), subject to the limitations set forth in this Section, will indemnify the Shareholders against and in respect of any and all Losses which may be incurred by reason of (i) the breach of any representation or warranty made by the Purchaser in Section 4 hereof or (ii) any breach of any covenant made by the Purchaser in this Agreement.
(b) No claim for indemnification may be made by the Shareholders pursuant to Section 9.3(a)(i), (i) unless notice of such claim (describing the basic facts or events, the existence or occurrence of which constitute or have resulted in the alleged breach of a representation or warranty made in this Agreement) has been given to the Purchaser during the survival period set forth in Section 9.1, and (ii) until such claims for which Losses are otherwise recoverable hereunder by the Shareholders exceed $1,500,000 in the aggregate, in which event all such Losses shall be indemnifiable under this Section 9.
(c) Any payment pursuant to this Section 9.3 will be deemed an adjustment to the Purchase Price.
(d) The rights of the Shareholders under Sections 8.1, 9.1 and this Section 9.3 will be the exclusive remedy of the Shareholders with respect to breaches by the Purchaser of representations or warranties, or for money damages with respect to breaches by the Purchaser of covenants, contained in this Agreement, except in the case of fraud on the part of the Purchaser.
(e) In the event that the Purchaser Indemnitors are obligated to indemnify the Shareholders pursuant to this Section 9, the Purchaser Indemnitors will, upon payment of such indemnity, be subrogated to all rights of the Shareholders with respect to claims to which such indemnification relates.
(f) The principles of Section 9.2(j) shall apply mutatis mutandis, to determine the rights of the Purchaser Indemnitors to a return of indemnification payments made by them.
The Purchaser’s Indemnification. From and after the Closing Date, the Purchaser shall indemnify and hold harmless the Seller and the Shareholder and each of their respective legal representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller or the Shareholder resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller or the Shareholder pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Assumed Liabilities; and (iii) any Legal Proceeding or Order, arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.
The Purchaser’s Indemnification. From and after the Closing, the Purchaser shall indemnify, defend and hold harmless the Shareholder from, against an with respect to any claim, liability, obligation, loss, damage,assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character arising out of or in any manner incident, relating or attributable to (i) the inaccuracy in any representation or breach of warranty of the Purchaser contained in this Agreement, in the Schedules, or in any certificate, instrument or other document or agreement executed by the Purchaser in connection with this Agreement or otherwise made or given in writing in connection with this Agreement by the Purchaser, except to the extent the Shareholder was aware of such inaccuracy or breach at the Closing, (ii) any failure by the Purchaser to perform or observe any covenant, agreement or condition to be performed or observed by it under this Agreement or under any certificates or other documents or agreements executed it in connection with this Agreement, and (iii) claims relating to the enforcement of the Shareholder's rights under this Agreement. If any claim covered by the foregone indemnity is asserted against the Shareholder, the Shareholder shall notify the Purchaser promptly and give it an opportunity in connection with such defense. In the event that the Purchaser fails to defend the same within a reasonable time, the Shareholder shall be entitled to assume the defense thereof and the Purchaser shall be liable to repay the Shareholder for all of its expenses reasonably incurred in connection with such defense (including reasonable attorneys' fees and settlement payments).
The Purchaser’s Indemnification. From and after the Closing Date, the Purchaser shall indemnify and hold harmless each Owner and any Owner Affiliate, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of:
The Purchaser’s Indemnification. Subject to the limitations set forth in this Article 7, Purchaser shall indemnify and hold harmless Seller and its Affiliates and their respective successors, permitted assigns, personal representatives, heirs, officers, directors, employees, accountants, consultants, legal counsel, agents, members and other representatives (collectively, the “Seller Indemnified Parties” and, individually, a “Seller Indemnified Party”) from and against and in respect of any and all Losses that may be sustained or suffered by any such Seller Indemnified Party resulting from, in connection with or arising out of:
(a) any breach of any representation or warranty made by Purchaser in Article 4 of this Agreement or in any Transaction Document to which Purchaser is a party, to the extent such representation or warranty survives Closing pursuant to the terms hereof;
(b) any breach of any covenant or agreement made by Purchaser in this Agreement or in any Transaction Document pursuant to which Purchaser is a party; and
(c) any Liability relating to the Purchased Interests or the Projects to the extent such claims arise after the Closing Date and during the period that is the longer of Purchaser’s or its Affiliate’s or designee’s ownership of such Purchased Interests or Projects and three years from the date of Closing, except to the extent any such Liability is the responsibility of Seller pursuant to Section 7.1;
(d) any event occurring after Closing which results in any liability under any Space Lease or Personal Property Lease where † Management Company is the lessee or that is assumed by Purchaser or its designee or with respect to which Purchaser or its designee subleases the applicable Leased Space or Leased Personal Property (except that the foregoing shall not apply with respect to any liability arising under the Home Office Lease due to circumstances or events first occurring after such time, if any, that such lease is assigned to † or his designee as described in Section 6.5(b));
(e) any Liability pursuant to the indemnities of Purchaser set forth in Section 5.11; and
(f) any fraud of any Purchaser in connection with this Agreement or any Transaction Document to which a Purchaser is a party.
The Purchaser’s Indemnification. From and after the Closing Date, the Purchaser shall indemnify and hold harmless the Seller and the Members and any of their Affiliates, and each Person who controls (within the meaning of the Securities Act of 1933, as amended) the Seller or the Members or any such Affiliate, and each of their respective managers, officers, employees, agents, successors, assigns and legal representatives, from and against all Indemnifiable Losses imposed upon, incurred by or asserted against any of them which are caused by: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller or the Members pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Assumed Liabilities; and (iii) any Legal Proceeding or Order, arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.
The Purchaser’s Indemnification. Each Purchaser, severally and not jointly, 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, 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 such Purchaser or breach of any warranty by such 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 such Purchaser of any covenant or undertaking to be performed by such Purchaser hereunder, or under any other Related Agreement. Any indemnity obligation of any Purchaser to the Company pursuant to this Section 10 shall be limited to the gross proceeds received from the Company from such Purchaser at Closing.
The Purchaser’s Indemnification. The Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller by reason of (a) the Purchaser’s breach of any representations or warranties of the Company contained in this Agreement (“Purchaser Rep Breaches”); (b) the Purchaser’s breach of any covenants of the Purchaser contained in this Agreement which survive the Closing, the failure to perform the obligation of Purchaser under the Related Agreements. The Purchaser’s representations and warranties shall terminate and be of no force and effect one (1) year after the Closing Date, except with respect to any Company Rep Breaches indemnity claims delivered to the Company prior to the termination date; and the foregoing Company indemnities shall terminate and be of no force and effect two (2) years after the Closing Date with respect to claims based on the Company’s failure to comply with a covenant in this Agreement which survives the Closing.
