By the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:
By the Purchaser. From and after the Closing, the Purchaser shall, and shall cause the Company Group to, indemnify and hold the Sellers harmless from and against any Damages incurred or sustained by the Sellers as a result of the following (provided that any indemnification relating to Tax matters shall be governed solely by Section 4.3): (i) the breach of any representation or warranty on the part of the Purchaser contained in this Agreement; or (ii) the breach by the Purchaser or its covenants contained in this Agreement. Notwithstanding anything in this Agreement to the contrary:
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 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. (a) The Purchaser agrees to indemnify, defend and hold harmless the Stockholder from and against (i) any and all liabilities, debts, obligations, losses, damages, deficiencies, claims, actions, suits, proceedings, demands, assessments, orders and judgments (whether known or unknown, fixed, contingent, accrued, absolute or otherwise), joint or several, to which the Stockholder may become subject, arising out of (A) any inaccuracy in any representation or warranty made by the Purchaser in this Agreement, (B) any breach or default in the performance or observance by the Purchaser of any of the covenants or agreements which it is to perform or observe hereunder, (C) any brokerage, finder's fee or the like incurred as a result of the Purchaser's actions in connection with the transactions herein contemplated or (D) subject to the obligations of the Stockholder pursuant to Section 1.3(b)(ii), Section 1.4(d), Section 4.13 and Section 7.1, any liability of the Companies which is included on the final Working Capital Deficit Statement or which was incurred by the Companies after the Closing Date and for which the Stockholder is not otherwise obligated to indemnify the Purchaser or the Companies pursuant to the terms of this Agreement; and (ii) any and all actual costs, fees and expenses (including, without limitation, reasonable legal and accounting fees) related to, resulting from or arising out of any of the foregoing.
By the Purchaser. From and after the Closing, the Purchaser agrees to indemnify and hold harmless the Seller and its affiliates from and against any Damages incurred or sustained by the Seller and its affiliates resulting from the breach by the Purchaser of any covenant, representation or warranty set forth in this Agreement, provided that there shall not be any duplicative payments or indemnities by the Purchaser. The rights of the Seller to indemnification under this Section 7 shall be limited as follows: The amount of any Damages incurred by the Seller shall be reduced by the net amount the Seller or any of its affiliates recovers (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other
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 represents and warrants to the Vendors as follows and acknowledges that the Vendors are relying upon the following representations and warranties in connection with their sale of the Divested Assets:
By the Purchaser. Subject to Section 5.3(d) hereof, the Purchaser agrees to indemnify and hold harmless the Seller from, against and in respect of, any and all liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, arising from, in connection with, or incident to (i) any breach or violation of any of the representations, warranties, covenants or agreements of the Purchaser contained in this Agreement or any agreement referred to herein and delivered at or prior to the Closing; (ii) any and all claims arising out of, relating to, resulting from or caused by any transaction, event, condition, occurrence or situation relating to the conduct of the Company's business arising or occurring on or after the Closing Date; and (iii) any and all third party actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing.
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.