The Seller's Indemnity. The Seller agree to defend, indemnify and hold harmless the Buyer from, against and in respect of any and all demands, claims, actions or causes of action, losses, liabilities, damages, assessments, deficiencies, taxes, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses, asserted against, imposed upon or paid, incurred or suffered by Buyer ("Buyers Adverse Consequences"):
The Seller's Indemnity. The Sellers, from and after the Closing Date, jointly and severally shall indemnify and hold Buyer and its members, directors, officers, agents, employees, Representatives, successors and assigns, harmless from and against any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including Taxes, and all expenses (including interest, penalties and attorneys’ and accountants’ fees and disbursements) (collectively “Damages”) incurred in a Legal Proceeding or otherwise, and any investigation relating thereto, by any of the above-named Persons, directly or indirectly, resulting from or in connection with:
The Seller's Indemnity. From and after the Closing but subject to Sections 7.3 through 7.9 hereof, the Seller shall indemnify, defend and hold harmless the Buyer and its respective officers, managers, members, employees, agents, successors and permitted assigns (the “Buyer Indemnified Parties”) from and against any Losses arising out of or relating to:
The Seller's Indemnity. The Seller hereby indemnifies and holds the Buyer harmless from and against, and agrees to reimburse the Buyer for any damages and expenses which the Buyer or the Company 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 Seller in this Agreement or any failure by the Seller or its Subsidiaries to perform or honour, any of its covenants, agreements, or liabilities under this Agreement. In addition to the Seller's representations and warranties regarding environmental matters set forth in Sub-Clause 7.10, the Seller hereby indemnifies and holds the Company and the Buyer harmless, and agrees to reimburse the Buyer for any damages and expenses which the Buyer and the Company may incur or become subject to, as a result of violations of any Environmental Law, including any materials or conditions which are regulated or addressed under any Environmental Law and required to be effected by a competent environmental authority, or liabilities arising under any Environmental Law based on any events, occurrences or conditions in existence prior to the Closing (including any spreading or contamination). Events, occurrences, or liabilities shall be deemed to exist prior to Closing only based upon the procedure set forth in this paragraph. The Buyer shall cause to be conducted a Phase II environmental audit on the Company's and its subsidiaries' premises and shall furnish the written report on such Phase II audit forthwith to the Seller. The Seller may then at its discretion elect to comply with the suggestions of the Phase II report or not to comply with them. If the Seller does not comply with suggestions in the Phase II report, and if any relevant authority later makes any notification or demand regarding an environmental event, occurrence or condition that is referenced in the Phase II report, then it shall be the Seller's responsibility to the extent that environmental event, occurrence or condition is referenced in the Phase II report and with the limitations set forth in this Clause 9, to take appropriate remedial action in response to such notification or demand, or to indemnify the Buyer under the preceding paragraph if the Buyer has incurred any cost or expense in that regard. Nothing herein shall prevent the Seller from defending, at its expense, against any such notification or demand if it desires to do so, it being understood and agreed that the Buyer shall not have any obl...
The Seller's Indemnity. The Buyer shall indemnify and hold Seller harmless 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: The Buyer's ownership or use of the Shares at any time after the Closing Date; or any misrepresentation, breach of warranty, breach of covenant or nonfulfillment of any agreement on the part of the Buyer under this Agreement.
The Seller's Indemnity. 1. The parties agree on the following legal properties of the contractual scope: - the contractual rights consist of the volume specified herein. There is no pending dispute or risk of dispute over the protection right; - the Buyer is aware of the current status of the audit procedure, based on the documents provided by the Seller; - the Buyer knows the documents listed in Appendix 2. Apart from the same, the Seller knows no other written statements from offices of inventions, patent auditors, attorneys in the field and commercial offices specialized in patent research, that might affect the registration of the protection right; - the data in the registration of the protection right were supplied on the date of registration of the protection right on an accurate and complete basis, knowingly and in good faith; - the previous rights of use of third parties, included in the scope of contractual rights, are not known to the Seller to the best of its knowledge. No third party was involved in patent development apart from the inventors specified in the patent deeds; - the knowledge of third parties not publicly known was not used.
The Seller's Indemnity. The Sellers shall defend, indemnify, and hold the Buyer harmless from and against:
The Seller's Indemnity. From and after the Closing, the Seller shall indemnify and hold harmless the Buyer and its respective officers, directors, shareholders, employees, agents, successors and permitted assigns (the "BUYER INDEMNIFIED PARTIES") from and against any Claim arising out of or resulting from:
The Seller's Indemnity. The Seller agrees to indemnify the Purchaser, its successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) for any accounts payable for goods supplied or services performed prior to the Adjustment Time to or for either the Seller or the Property, and for any sales taxes and/or hotel/motel occupancy taxes, if any, due in connection with the rental of rooms, the sale of goods or the performance of services prior to the Adjustment Time, including but not limited to interest and penalties. Except as expressly provided in this Agreement, the Purchaser shall not and does not assume or undertake any responsibility for any liability or obligation of the Seller, fixed or contingent, disclosed or undisclosed, and assumes no liability for any claims, debts, defaults, duties, taxes, obligations or liabilities of the Seller of any kind or nature, whether known or unknown, contingent or fixed, all of which shall be retained by the Seller. The Purchaser shall be responsible for accounts payable for goods supplied and services performed after the Adjustment Time so long as such goods and services were incurred in compliance with the terms of this Agreement. The Purchaser shall not be liable for any claim arising out of any act, event or transaction occurring prior to the Adjustment Time in connection with the ownership or operation of the Property or any other property, and the Seller shall and hereby agrees to defend, indemnify and hold the Purchaser harmless from and against any and all costs, expenses, losses or liabilities, including court costs and reasonable attorneys' fees, suffered or incurred by the Purchaser arising out of any such liability or obligation, including, without limitation, any transferee liability.
The Seller's Indemnity. 1. The parties agree on the following legal properties of the contractual scope: - the contractual rights consist of the volume specified herein and are not affected by third party claims. In particular, there is no pending dispute or dispute to be expected over the protection right, to the best knowledge of the Buyer; - no technology status, contradictory to the contractual rights with respect to the ongoing registrations of protection rights, or with respect to scientific publications, scientific lectures, press releases and other publications, published before the priority date of patent registration, is known to the Seller in good faith. In particular, from the investigations the latter conducted, it follows that there were no publications that, in the opinion of its attorneys in the patent field, might endanger nationwide and abroad the creation of registered protection rights; - the data in the registration of the protection right submitted to the Buyer are unchanged. Any changes further to the conclusion of this Agreement require the Buyer’s consent; - the data in the registration of the protection right are accurate and complete; - the previous rights of use of third parties are not known to the Seller to the best of its knowledge. No third party was involved in patent development apart from the inventors specified in the patent deeds. The knowledge of third parties not publicly known was not used
