Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2, the Purelink Shareholders agrees, to defend and indemnify Gateway and each other Indemnified Person from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs incurred and arising out of any failure of such Purelink Shareholders to have good, valid and marketable title to any issued and outstanding shares of Purelink Stock held (or asserted to have been held) by such Purelink Shareholders, free and clear of all liens, claims and encumbrances, or to have the full right, capacity and authority to enter into this Agreement and consummate the Exchange and any other transactions contemplated by this Agreement, and any failure of the Purelink Shareholders to own, of record and beneficially, 100% of the issued and outstanding shares of Purelink. A Purelink shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Purelink shareholder under Section 11.2 and shall not be subject to the limitations on the Purelink Shareholder's liability set forth in Section 11.3 and shall not be limited to such Purelink Shareholder's Escrow Shares.
Title Indemnity. SHIPPER AGREES TO INDEMNIFY AND HOLD CARRIER HARMLESS FROM ANY AND ALL CLAIMS AND LOSSES INCURRED BY CARRIER IN CONNECTION WITH, OR IN ANY MANNER WHATSOEVER RELATING TO, THE BREACH OF THE REPRESENTATION MADE BY SHIPPER IN SECTION 7.1.
Title Indemnity. The parties acknowledge that non-imputation endorsements are not available in Florida. Purchaser is seeking a title insurance policy or endorsement or affirmative insurance that would provide to Purchaser substantially the same protection as a non-imputation endorsement. If the Title Company will not issue such a policy, endorsement or affirmative insurance, in form and substance satisfactory to Purchaser, then at Closing Investcorp Properties Limited ("IPL") shall deliver to Purchaser an indemnity agreement, in form reasonably acceptable to both parties ("Title Indemnity"), indemnifying Purchaser with respect to one half of the amount of any losses (including reasonable legal fees) actually incurred by Purchaser because the Title Company denies coverage of a claim under its policies on the grounds that the applicable defects, liens or other matters affecting the Companies' title to the Property were (a) created, suffered, assumed or agreed to by the Company during Seller's period of ownership of the Interests, or (b) known to Seller and not been disclosed in writing to the Title Company prior to the Closing Date. The Title Indemnity shall be subject to the following conditions and limitations: (i) any claim under the Title Indemnity must be filed in a court of competent jurisdiction on or before the fifth (5th) anniversary of the Closing Date, (ii) Purchaser shall look first to the title insurance policies that were issued to the Company upon its acquisition of the Center ("Original Policies") with respect to matters known to the issuer of such policies ("Original Issuer"), including matters shown in title commitments or reports issued by the Original Issuer and surveys or searches delivered to the Original Issuer in connection with the issuance of the Original Policies, (iii) the liability of IPL shall be limited to $443,100 less one-half of any state or local real estate transfer tax imposed and paid upon the sale of Interests contemplated hereby, and (iv) the Title Indemnity shall be for the sole benefit of Purchaser and shall not be transferable to any other person, including to any subsequent purchaser of the Property or the Interests or any portion thereof, other than Affliates of Purchaser.
Title Indemnity. In addition to, and separate from, the foregoing --------------- agreement to indemnify set forth in Section 11.2, each Company Stockholder agrees, severally and not jointly, to defend and indemnify Interwoven and each other Indemnified Person from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs incurred and arising out of any failure of such Company Stockholder to have good, valid and marketable title to any issued and outstanding shares of Company Common Stock held (or asserted to have been held) by such Company Stockholder, free and clear of all liens, claims and encumbrances, or to have the full right, capacity and authority to enter into this Agreement (in the case of a LSA Stockholder) and to vote such person's shares of Company Stock in favor of the Merger and any other transactions contemplated by this Agreement. A Company Stockholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Company Stockholder under Section 11.2 and shall not be subject to the limitations on such Company Stockholder's liability set forth in Section 11.3.
Title Indemnity. So far as they are still subsisting, capable of taking effect and affect the Premises, the Tenant is to comply with the title matters set out in the Landlord's title number [ ] and is to indemnify the Landlord against any breach of them.
Title Indemnity. Starfish shall defend and indemnify Magic, its officers, directors, employees, agents and subcontractors for, and hold them harmless against, any loss, expense, damage or liability, including, without limitation, any reasonable attorneys' and expert witness fees, arising from any claim, suit, action or proceeding alleging any breach of the warranties set forth in Section 9.1 ("Title") above, provided that Magic gives Starfish prompt written notice, and reasonable cooperation, at Starfish's expense, in the defense of any such claim. Starfish shall have exclusive authority to defend and settle all such claims, provided, however, that Starfish must obtain Magic's prior written consent to any settlement affecting the business of Magic, or requiring any payment from or performance of any obligation by Magic. Magic shall be entitled to participate in the defense of any claim at its expense. If the Product, or the operation thereof, becomes, or in Starfish's opinion is likely to become the subject of such a claim, then Starfish may, at its sole option and expense (i) obtain a license for Magic to make, use and sell the Product in accordance with the terms hereof, or (ii) replace or modify the Product so that it becomes noninfringing but equivalent in all material respects; provided, however, that in the event the Product is held to infringe, Starfish shall use its best efforts to obtain at its sole expense a license for Magic to make, use and sell the Product in accordance with the terms hereof. Notwithstanding the foregoing, Starfish shall have no indemnification obligation for any claim caused by operation or use of the Product in combination with software or hardware not supplied by Starfish, if such claim would have been avoided by operation or use of the Product in combination with different hardware or software or, to the extent possible, use on a stand-alone basis.
Title Indemnity. The Sellers shall have provided to the Title Company a "gap" indemnity, indemnifying the Title Company against matters affecting title (other than Permitted Encumbrances) between the Closing Date and the date of recordation of the Deed or Deeds;
Title Indemnity. The Company hereby indemnifies the Xxxxxx Trust from and against any and all claims, losses, damages, liabilities and expenses (collectively, "Losses") arising out of that certain Indemnity Agreement, dated the date hereof, from the Xxxxxx Trust to Lawyers Title Insurance Company and the Commonwealth Land Title Insurance Company, to the extent such Losses relate to matters arising under the contract between Aladdin Gaming and Fluor Xxxxxx, Inc., dated as of December 4, 1997, specifically relating to the Reimbursement Obligation (as defined in the Site Work Agreement), except Losses arising from the Xxxxxx Trust's or its affiliates' own gross negligence or willful misconduct.
Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2, each MP Shareholder agrees, severally and not jointly, to defend and indemnify IMSI and each other Indemnified Person from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs incurred and arising out of any failure of such MP Shareholder to have good, valid and marketable title to any issued and outstanding shares of MP Stock held (or asserted to have been held) by such MP Shareholder, free and clear of all liens, claims and encumbrances, or to have the full right, capacity and authority to enter into this Agreement and consummate the Exchange and any other transactions contemplated by this Agreement, or any failure of MP to have good, valid and marketable title to all of the outstanding shares of each of the MP Subsidiaries and any failure of the MP Shareholders collectively to own, of record and beneficially, 100% of the outstanding shares of MP. A MP shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such MP shareholder under Section 11.2 and shall not be subject to the limitations on such shareholder's liability set forth in Section 11.3 and shall not be limited to such MP Shareholder's Escrow Shares.
Title Indemnity. 1 Apax and Wellcome Trust each hereby agrees to indemnify the Buyer in the Relevant Proportions against all costs, liabilities, claims, demands and expenses (including all reasonable legal and other professional fees and expenses) which may be sustained or suffered by the Buyer or the Company in respect of any Minority Shareholder Claim.
