Common use of By Buyer Clause in Contracts

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 and indemnify, save and hold harmless Seller and Seller, its affiliates and their respective representatives 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 Business or the Assets from and after the Closing DateClosing.

By Buyer. Buyer shall indemnify and save and hold harmless Seller and its affiliates Affiliates and their respective Representatives, and hold each of them harmless from and against any and all Damages incurred by any of them in connection with, arising out of, of or resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by Buyer in or pursuant to this Agreement, (ii) any breach of failure by Buyer to perform any agreement, covenant or agreement made by obligation of Buyer in or pursuant to this Agreement, or (iii) any liability arising from the operation Transferred Intellectual Property or the use by Buyer’s of the Theaters on or Other Seller Proprietary Information from and after the Closing DateClosing.

By Buyer. Buyer shall indemnify and save and hold harmless Seller and its affiliates Sellers 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 or the inaccuracy of any representation made by Buyer in or pursuant this Agreement (reading such representations and warranties without regard to this Agreement, any materiality qualifiers); and (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 and indemnify, 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 or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; or (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 event or condition existing after the Closing DateDate in connection with any of the Acquired Assets; and (iv) the Assumed Liabilities.

By Buyer. Buyer shall indemnify and save and hold harmless Seller -------- Seller, its affiliates, subsidiaries and its affiliates Representatives 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 or the inaccuracy of any representation, 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 and after the Closing DateClosing, any Assumed Liability.

By Buyer. Buyer shall indemnify Sellers and save their Affiliates and their respective representatives, and hold each of them harmless Seller and its affiliates from and against any and all Damages damages incurred by any of them in connection with, arising out of, of or resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by Buyer in or pursuant to this Agreement, (ii) any breach of failure by Buyer to perform any agreement, covenant or agreement made by obligation of Buyer in or pursuant to this Agreement, or (iii) any liability arising the Transferred Intellectual Property from the operation of the Theaters on or and after the Closing Date.

By Buyer. Buyer shall indemnify and save and hold harmless Seller -------- Seller, its affiliates and subsidiaries, and its affiliates Representatives 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 or the inaccuracy of any representation, 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 and after the Closing DateClosing, any Assumed Liability.

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 or the inaccuracy of any representation, 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 and after the Closing DateClosing, any Assumed Liability.

By Buyer. Buyer shall indemnify and save and hold harmless Seller Seller, its affiliates and its affiliates Representatives 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 warranty, or the inaccuracy of any representation or warranty, made by Buyer in or pursuant to this Agreement, ; or (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 and save indemnify, defend and hold harmless Seller Sellers and its affiliates their respective officers, employees, agents, successors and assigns 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 covenant, representation, warranty or warranty agreement or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, Agreement or (ii) any breach of any covenant or agreement made by Buyer in or pursuant liability relating to this Agreement, or (iii) any liability the Business arising from the operation of the Theaters on or after the Closing Date.

By Buyer. Buyer shall indemnify and save and hold harmless Seller Parent, Seller, and its their respective affiliates and subsidiaries 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 or the inaccuracy of any representation, 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 and after the Closing DateClosing, any Assumed Liability.

By Buyer. Buyer shall indemnify and indemnify, save and hold harmless Seller Sellers and its affiliates their Representatives from and against any and all Damages incurred in connection with, with or arising out of, of or resulting from or incident to (i) any breach of any representation covenant or warranty warranty, or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant subject to this AgreementSellers' obligations under Section 10.3(a), or (iii) any liability arising from the operation or obligation of the Theaters on Company or after the Closing Dateits Subsidiary.

By Buyer. Buyer shall indemnify and indemnify, 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 covenant or warranty warranty, or the inaccuracy of any representation, made by the 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 and save and hold harmless Seller Seller, their Affiliates (other than the Company) and its affiliates their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any the breach or inaccuracy of any representation or warranty made by Buyer in this Agreement or pursuant to this Agreement, in any agreement or certificate delivered hereunder; or (ii) any breach of any covenant or agreement made by Buyer in this Agreement or pursuant to this Agreement, any agreement or (iii) any liability arising from the operation of the Theaters on or after the Closing Datecertificate delivered hereunder.

By Buyer. Buyer shall indemnify and save and hold harmless Seller and its affiliates Representatives and -------- Affiliates, and hold each of them harmless from and against any and all Damages incurred by any of them in connection with, arising out of, of or resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement (as updated pursuant to Section 6.6 and as in effect on the Closing Date) or (ii) any failure by Buyer to perform in a timely manner any agreement, covenant or obligation of Buyer 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 and save and hold harmless Seller Seller, its respective affiliates and subsidiaries, and its affiliates respective Representatives from and against any and all Damages incurred in connection with, arising out of, of or resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, 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 and after the Closing DateClosing, any Assumed Liability.

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 or Buyer Sub 1 in or pursuant to this Agreement, ; (ii) any breach of any covenant or agreement made by Buyer, Buyer Sub 1 or Newco in or pursuant to this Agreement, ; or (iii) any liability arising from the operation of the Theaters on or and after the Closing Date.Closing, any

By Buyer. Buyer shall indemnify and indemnify, save and hold harmless Seller the Company and its affiliates Affiliates (the "Buyer Indemnified Parties") 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 Datefailure by Buyer to satisfy and fully perform when due all Assumed Liabilities.

By Buyer. Buyer shall indemnify and save and hold harmless Seller Sellers, their Affiliates (other than the Company) and its affiliates their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach the inaccuracy of any representation or warranty made by Buyer in this Agreement or pursuant to this Agreement, in any 54 agreement or certificate delivered hereunder; or (ii) any breach of any covenant or agreement made by Buyer in this Agreement or pursuant to this Agreement, any agreement or (iii) any liability arising from the operation of the Theaters on or after the Closing Datecertificate delivered hereunder.

By Buyer. Buyer shall indemnify and save and hold harmless the Individual 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 or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, Agreement and (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 and save indemnify, defend and hold harmless Seller and its affiliates Shareholder and their Affiliates harmless from and against any and all Damages incurred in connection withLosses, arising out of, resulting from or incident relating to (ia) any breach of any representation or warranty made by of Buyer in this Agreement; (b) failure of Buyer to perform any provision or agreement to be performed by it pursuant to this Agreement, (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement, ; or (iiic) any liability arising from the operation of the Theaters on or Purchased Assets after the Closing DateClosing.

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 or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; and (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 and save indemnify, reimburse, defend and hold harmless Seller Sellers and its affiliates their officers, directors, employees, agents, successors and assigns 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 covenant, representation, warranty or warranty agreement or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, (ii) any breach of any covenant or agreement made by Buyer in or pursuant ; provided however that Damages under this Section 6.2 shall be limited to this Agreement, or (iii) any liability arising from the operation amount of the Theaters on or after the Closing DatePayment.

By Buyer. Buyer shall indemnify and save and hold harmless Seller and its affiliates Representatives from and against any and all Damages incurred in connection with, arising out of, to the extent 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 and after the Closing DateClosing, any Assumed Liability.

By Buyer. Buyer shall indemnify and save and hold harmless Seller and its affiliates -------- Sellers 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 or the inaccuracy of any representation made by Buyer in or pursuant this Agreement (reading such representations and warranties without regard to this Agreement, any materiality qualifiers); and (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 and save indemnify, defend 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 covenant, representation, warranty or warranty agreement or the inaccuracy of any representation, 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 and indemnify, save and hold harmless Seller Sellers and its affiliates their Representatives from and against any and all Damages incurred in connection with, with or arising out of, of or resulting from or incident to (i) any breach of any representation covenant or warranty warranty, or the inaccuracy of any representation, 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 and save and hold harmless Seller Seller, -------- its affiliates, subsidiaries and its affiliates Representatives 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 or the inaccuracy of any representation, 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 and after the Closing DateClosing, any Assumed Liability.

By Buyer. Buyer shall indemnify and indemnify, 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 covenant or warranty warranty, or the inaccuracy of any representation, made by the 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.. ARTICLE XII

By Buyer. Buyer shall indemnify and indemnify, save and hold harmless Seller and its affiliates Affiliates, and their respective Representatives from and against any and all Damages incurred in connection with, with or arising out of, of or resulting from or incident to (i) any breach of any representation covenant or warranty warranty, or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, (ii) any breach Taxes of any covenant or agreement made by Buyer in or pursuant to this Agreement, or (iii) any liability arising the Business excluded from the operation indemnity of the Theaters on or after the Closing DateSeller in Article 9.3(a).

By Buyer. Buyer shall indemnify and save and hold harmless Seller Seller, -------- the Shareholders and its affiliates their respective Related Parties from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to suffered by any of them and caused by (i) any breach of any representation or warranty made by Buyer in or pursuant to this Agreement, ; or (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 and save and hold harmless Seller Seller, its Affiliates and its affiliates Subsidiaries, and their respective Representatives 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 or the inaccuracy of any representation, 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 and after the Closing DateClosing, any Assumed Liability.