By the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:
By the Purchaser. The Purchaser represents and warrants to the Vendor (and acknowledges that the Vendor is relying upon the following representations and warranties in connection with entering into this Agreement and the transactions contemplated hereby) as set out below:
By the Purchaser. The Purchaser hereby agrees to indemnify and hold harmless the Company, its affiliates and their respective officers, directors, partners and members (collectively, the "COMPANY INDEMNITEES"), from and against any and all Losses, and agrees to reimburse the Company Indemnitees for reasonable all out-of-pocket expenses (including the reasonable fees and expenses of legal counsel), in each case promptly as incurred by the Company Indemnitees and to the extent arising out of or in connection with:
By the Purchaser. The Purchaser is entering into this Deed for the allotment of the Designated Apartment with full knowledge of all the laws, rules, regulations, notifications applicable to the Project in general and this Project in particular. The Purchaser hereby undertakes that he shall comply with and carry out, from time to time after he has taken over for occupation and uses the said Unit, all the requirements, requisitions, demands and repairs which are required by any competent Authority in respect of the Designated Apartment at his own cost.
By the Purchaser. The Purchaser shall indemnify, defend, and hold harmless the Seller and any officer, director, employee or agent of the Seller (each, a “Seller Indemnified Person”) against, any and all Losses as a result of any Third Party Claim to the extent arising from (x) any breach of any representation, warranty or covenant of the Purchaser contained herein, (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date, and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser by the Seller under this Agreement or (4) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 unless the aggregate amount for all Losses that are subject to indemnification pursuant to this Section 9.02 exceeds, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall...
By the Purchaser. This Agreement may be terminated by written notice of termination given by the Purchaser to Seller if a material default should be made by Seller in the observance of or in the due and timely performance by Seller of any of the agreements and covenants of the Seller herein contained, or if there shall have been a material breach by Seller of any of the warranties and representations of the Seller herein contained, or if the conditions of this Agreement to be complied with or performed by Seller at or before the Deposit Date or the Closing Date, as applicable, shall not have been complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the Purchaser.
By the Purchaser. The Purchaser agrees to indemnify and hold harmless the Seller and their agents, successors and assigns (the "Seller's Parties") against, and to reimburse the Seller's Parties on demand with respect to, any and all Damages which each may suffer, incur or pay by reason of (i) the breach by the Purchaser of any representation or warranty contained in this Agreement or in any agreement, certificate or instrument executed by it and contemplated hereby or (ii) the failure of the Purchaser to perform any agreement required by this Agreement or any agreement, certificate or instrument contemplated hereby.
By the Purchaser. Each Purchaser agrees, severally and not jointly, to indemnify, hold harmless, reimburse and defend the Company and the Company’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders (each, together with the Company, a “Company Party”), as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company Party which results, arises out of or is based upon (i) any breach of any representation or warranty by such Purchaser in this Agreement, the Private Placement Memorandum or in the exhibits thereto, or (ii) any breach or default in performance by such Purchaser of any covenant or undertaking to be performed by such Purchaser (unless, in each case, such claim, cost, expense, liability, obligation, loss or damage results, arises out of or is based upon a breach of the Company’s representations, warranties or covenants in this Agreement or the Private Placement Memorandum, any violations by the Company of state or federal securities laws, or any conduct by the Company which constitutes fraud, gross negligence, willful misconduct or malfeasance).
By the Purchaser. The Purchaser covenants and agrees to defend, indemnify and hold harmless the Seller, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "Seller Indemnitees") from and against any and all Losses resulting from or arising out of:
By the Purchaser. From and after the Closing, the Purchaser agrees to indemnify and hold harmless each Seller, each Non-Company Affiliate and each director, officer or employee of any of the foregoing (collectively, "SELLER INDEMNITEES") from and against any Damages incurred or sustained by Seller Indemnitees as a result of (i) the breach by the Purchaser of any covenant, representation or warranty set forth in this Agreement, (ii) any liability arising from the Marsxxxx Xxxe after the Closing Date and (iii) any liability or obligation of any Seller or any Non-Company Affiliate for any obligation or liability of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of either Company or any of its subsidiaries, provided that the foregoing shall not apply to any Seller in respect of any items that such Seller has expressly agreed to pay or perform or any Damages to the extent the Purchaser is entitled to indemnification therefor pursuant to Section 7.2.1, provided, further, that there shall not be any duplicative payments or indemnities by the Purchaser. The amount of any Damages incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery from any insurer or other party liable for such Damages, and the Sellers, on behalf of the Seller Indemnitees, shall use reasonable efforts to effect any such recovery.
