Agreements to Indemnify Sample Clauses

Agreements to Indemnify. (a) As used in this Article 9:
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Agreements to Indemnify. (a) As used in this Section 8:
Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIII, Seller covenants and agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates (including any officer, director, stockholder, partner, shareholder, member, employee, agent or Representative of any thereof) (a “Purchaser Affiliate”) from and against all assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable fees and expenses of legal counsel (collectively, “Damages”) imposed upon or incurred by the Purchaser or any Purchaser Affiliate arising out of, in connection with or resulting from: (i) any inaccuracy in or breach of any representation or warranty of the Seller contained in or made pursuant to this Agreement or any Related Document to which the Seller is a party; (ii) any breach or nonfulfillment of any covenant or agreement of the Seller contained in or made pursuant to this Agreement or any Related Document to which the Seller is a party; (iii) all Excluded Assets; (iv) all Excluded Liabilities; (v) any and all Claims based upon, resulting from or arising out of the ownership and operation of the Business or the Acquired Assets on or prior to the Closing Date, whether or not incurred prior to the Closing Date (other than with respect to the Assumed Liabilities); (vi) any and all Damages or other losses for or in respect of Taxes actually incurred by, imposed upon, or assessed against Purchaser as a result of or relating to any Tax liability of Seller or the Business for any period ending on or before the Closing Date; and (vii) any and all Claims made by creditors of the Seller including, without limitation, relating to the provisions of any bulk sales laws and any other similar laws (including state Tax laws) of any state or other jurisdiction that may be applicable to the transactions contemplated hereby.
Agreements to Indemnify. Subject to the terms and conditions of this Article VII, each of the Seller Parties, jointly and severally, covenants and agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates (including any officer, director, shareholder, partner, member, employee, agent or Representative of any thereof) (each, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) from and against all assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties, and reasonable fees and expenses of legal counsel (collectively, “Damages”), to the extent incurred by a Purchaser Indemnified Party as a result of or relating to: any breach of any representation or warranty of the Seller contained in Article V of this Agreement or in any Related Document to which the Seller is a party; any breach or nonfulfillment of any covenant or agreement of the Seller contained in this Agreement or in any Related Document to which the Seller is a party; the Excluded Liabilities; or any and all claims made by creditors of the Seller relating to the provisions of any “bulk sales” laws of any state or other jurisdiction that may be applicable to the transactions contemplated hereby. Subject to the terms and conditions of this Article VII, the Purchaser covenants and agrees to indemnify, defend and hold harmless the Seller and its Affiliates (including any successor or assigns, officer, director, shareholder, partner, member, employee, agent or Representative thereof) (each, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) from and against all Damages to the extent incurred by a Seller Indemnified Party as a result of or relating to: any breach of any representation or warranty of the Purchaser contained in Article VI of this Agreement or in any Related Document to which the Purchaser is a party; any breach or nonfulfillment of any covenant or agreement of the Purchaser contained in this Agreement or in any Related Document to which the Purchaser is a party; the Assumed Liabilities; or any breach or violation of the Maryland Security Guards Act (Title 19 of the Business Occupations and Professions Article of the Annotated Code of Maryland), or any related Federal statute or regulation, COMAR or other regulations promulgated by the State of Maryland or regulation of any local jurisdiction in which Seller's license to operate a Security Guard firm (“Seller’s License”) is u...
Agreements to Indemnify. Neither Novicius, nor any of its Subsidiaries, is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of Novicius and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Novicius’ banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Novicius).
Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI, from and after the Closing, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing.
Agreements to Indemnify. Novicius Subco is not a party to or bound by any agreement of guarantee, indemnification (other than the Transaction Agreements, indemnification of directors and officers in accordance with the by-laws of Novicius Subco and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Novicius Subco’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Novicius Subco).
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Agreements to Indemnify. Grown Rogue Canada is not a party to or bound by any agreement of guarantee, indemnification (other than the Transaction Agreements, indemnification of directors and officers in accordance with the by-laws of Grown Rogue Canada and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Grown Rogue Canada’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Grown Rogue Canada).
Agreements to Indemnify. Neither GRU, nor any of its Subsidiaries, is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of managers and officers in accordance with the operating agreement of GRU and applicable Laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with GRU’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person (other than GRU).
Agreements to Indemnify. (a) The following terms shall have the following definitions:
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