By Buyer. Subject to the terms and conditions of this Section 7, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their directors, officers, employees and Affiliates from and against all Claims asserted against, resulting to, imposed upon or incurred by any such person, directly or indirectly, by reason of or resulting from (a) the inaccuracy or breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of Buyer contained in this Agreement (regardless of whether such breach is deemed "material").
By Buyer. Buyer shall indemnify and save and hold harmless Seller and its affiliates from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty made by Buyer in or pursuant to this Agreement, (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement, or (iii) any liability arising from the operation of the Theaters on or after the Closing Date.
By Buyer. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.
By Buyer. From and after the Closing, Buyer shall indemnify and hold Seller harmless from and be liable to Seller for, any and all damages, liabilities, costs and expenses (collectively “Losses”) sustained by Seller (including, without limitation, all reasonable legal fees and costs), resulting from or attributable to (a) Buyer’s ownership, use, maintenance and operation of the Property on and after the Closing Date and (b) all accounts payable, operating expenses, costs and other charges incurred for periods on and after the Closing Date.
By Buyer. IF, PRIOR TO THE CLOSING, BUYER IS IN MATERIAL DEFAULT WITH RESPECT TO, OR BREACHES OR FAILS TO PERFORM ONE OR MORE OF THE REPRESENTATIONS, COVENANTS, WARRANTIES OR OTHER TERMS OF THIS AGREEMENT, AND SUCH DEFAULT, BREACH OR FAILURE IS NOT CURED OR REMEDIED WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY SELLERS TO BUYER, SELLERS MAY, AS THEIR SOLE REMEDY, TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AND ALL INTEREST EARNED THEREON FROM THE ESCROW AGENT, AS LIQUIDATED DAMAGES, IN WHICH EVENT THIS AGREEMENT SHALL BE DEEMED NULL AND VOID AND THE PARTIES SHALL BE RELEASED FROM ALL FURTHER OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS AND THE WITHDRAWAL REQUEST. IT IS RECOGNIZED BY SELLERS AND BUYER THAT THE DAMAGES SELLERS WILL SUSTAIN BY REASON OF BUYER’S DEFAULT, BREACH OR FAILURE WILL BE SUBSTANTIAL, BUT DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. THE DEPOSIT HAS BEEN DETERMINED BY THE PARTIES AS A REASONABLE SUM FOR DAMAGES.
By Buyer. Buyer shall hold harmless, indemnify and defend Seller from and against: (1) any and all third party claims for personal injury or property damage resulting from Buyer's torts related to the Property and occurring on or after the Closing Date, and (2) all reasonable costs and expenses, including reasonable attorneys' fees, incurred by Seller as a result of the foregoing.