Indemnification by DLJMB Clause Samples

Indemnification by DLJMB. DLJMB shall indemnify Morgans and save and hold it harmless against and pay on behalf of or reimburse Morgans as and when incurred for any Losses which it may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach of any representation or warranty of DLJMB under this Agreement or any of the Schedules attached hereto, or in any of the documents or certificates furnished by it pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by DLJMB under this Agreement or any of the Schedules attached hereto required to be performed or complied with by it at or prior to the Closing; and (iii) any nonfulfillment or breach of any covenant, agreement or other provision by DLJMB under this Agreement or any of the Schedules attached hereto required to be performed or complied with by any of them after the Closing, in each case, other than Losses for which DLJMB is required to pay Morgans liquidated damages pursuant to Section 8.3. Notwithstanding anything to the contrary, the maximum amount of Losses for which DLJMB shall be liable for any breach or nonfulfillment of any or all representations, warranties, covenants, agreements or other provisions of this Agreement or any Schedule attached hereto, or for any other Losses arising under or relating to this Agreement or such Schedules, shall be Twenty Five Million Dollars ($25,000,000) (“DLJMB’s Cap”). For the avoidance of doubt, if DLJMB is required to pay Twenty Five Million Dollars ($25,000,000) of liquidated damages pursuant to Section 8.3, then the amount of DLJMB’s Cap shall be reduced to zero (0).