Indemnity by the Purchasers Sample Clauses

Indemnity by the Purchasers. From and after the date of this Agreement, each Purchaser, severally and not jointly, (the “Purchasers Indemnitor”, and together with the Company Indemnitor, the “Indemnitors” and each an “Indemnitor”) agrees to indemnify, defend and hold the Company and its Affiliates, agents, representatives, equity holders (other than Purchasers), directors and officers and their respective successors, assigns, heirs and personal representatives (collectively, the “Company Indemnitees”, and together with the Purchasers Indemnitees, the “Indemnitees” and each an “Indemnitee”) harmless from and against and to pay the Company for any and all Damages incurred or suffered by any Company Indemnitee to the extent arising directly or indirectly out of any breach or violation of, or any inaccuracy in, any representation or warranty in Section 3 or any covenant made by such Purchaser in this Agreement.
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Indemnity by the Purchasers. The Purchasers hereby indemnify and agree to keep the First Owner and Second Owner, and the Association after it, saved, harmless and indemnified from any losses due to any act or negligence of the Purchasers, their servants, employees, agents, visitor and/or occupiers of the Subject Unit/Apartment in the user of the Common Portions and/or the Building and/or any other part or portions thereof and the Purchasers hereby further undertake and covenant to forthwith pay, reimburse and/or make good such losses, expenses and/or costs incurred by the First Owner and Second Owner or the Association, as the case may be. Schedule-A (Devolution of Title of the Vendor) Part-I (First Premises – 00, Xxxxxx Xxxx, Xxxxxxx)
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Indemnity by the Purchasers. The Purchasers hereby indemnify and agree to keep the Vendor, and the Association after it, saved, harmless and indemnified from any losses due to any act or negligence of the Purchasers, their servants, employees, agents, visitor and/or occupiers of the Subject Unit/Apartment in the user of the Common Portions and/or the Building and/or any other part or portions thereof and the Purchasers hereby further undertake and covenant to forthwith pay, reimburse and/or make good such losses, expenses and/or costs incurred by the Vendor or the Association, as the case may be. Schedule-A (Devolution of Title of the Vendor) Part-I
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Indemnity by the Purchasers. The Purchasers shall jointly and severally indemnify the respective Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
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Indemnity by the Purchasers. Subject to the terms of this Agreement, the Purchasers shall, jointly and severally, be liable for and shall indemnify and save harmless the Vendors, DH, BR, HI, RST and Vada together with all officers, directors, employees, Affiliates, sharxxxxders and agents of the Vendors, Vada, HI, RST, DH and BR (the "Vendors' Indemnified Parties") of, from xxx against all liabilities, losses, costs, damages, legal fees (on a solicitor and his own client full indemnity basis, court costs and costs of investigating indemnifiable claims), disbursements, fines, penalties, expenses, all manner of actions, causes of actions, claims, demands, suits and proceedings (in case of discretionary costs, legal fees, disbursements and expenses incurred by the Vendors' Indemnified Parties, such amounts shall be reasonable), all of whatever kind or nature, which all or any of the Vendors' Indemnified Parties, directly or indirectly, may sustain, pay or incur or which may be brought or made against all or any of the Vendors' Indemnified Parties, (and whether or not incurred in connection with any actions, or other proceedings, or claims or demands made by a third party against all or any of the Vendors' Indemnified Parties) arising directly or indirectly from any breach by the Purchasers of any of their respective representations, warranties, covenants or agreements made in this Agreement or in any other agreements made in connection with this transaction.
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Indemnity by the Purchasers. The Purchasers, jointly and severally, shall indemnify and hold harmless the Company and its respective officers, directors, managers, agents, employees, affiliates and representatives (the “Company Indemnitees”) from and against, and shall reimburse the Company Indemnitees for, any loss, liability, damage, cost, expense, penalties, actions, judgments, suits, claims and disbursements, including reasonable attorneys’ fees and cost of investigation incurred as a result thereof, that the Company Indemnitees shall incur or suffer (collectively, the “Company Recoverable Losses”) arising out of or resulting from (a) any misrepresentation or breach of any representation or warranty (without giving effect to any qualification as to materiality or Material Adverse Effect) contained in Article 4 hereof on the part of the Purchasers, or (b) any nonfulfillment or breach of any agreement or covenant under or pursuant to this Agreement or the Transaction Documents on the part of the Purchasers.
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Indemnity by the Purchasers. The Purchasers, jointly and severally, shall fully indemnify and save harmless the Vendors from and against any and all costs, losses, damages or expenses suffered or incurred by the Vendors in any manner arising out of or relating to:
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Indemnity by the Purchasers. From and after each Closing, the Purchasers shall indemnify, defend and save GAIF and each other Seller Indemnified Party harmless from and against any and all Losses sustained or incurred by any Seller Indemnified Party resulting from:
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Related to Indemnity by the Purchasers

  • Indemnification by the Purchasers Each of the Purchasers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, each Seller and each of the Sellers’ Affiliates, and each of their respective officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to that, directly or indirectly, arise out of or relate to (a) any Assumed Servicing Liability, (b) any failure by the Purchasers to perform their Serviced Duties and other obligations under this Agreement in accordance with the terms hereof or any other breach or violation by the Purchasers of the terms hereof, (c) any action or omission of the Purchasers or their Affiliates or their agents (including such agents appointed pursuant to Section 3.6 hereof) with respect to any Serviced Appointment, whether pursuant hereto or to a Serviced Corporate Trust Contract or otherwise, or (d) the Sellers’ role as backup advancing agent with respect to any Corporate Trust Contract pursuant to clause (c) of the definition of “Retained Duty” (except to the extent the Sellers negligently failed to make a backup advance as required pursuant to such Retained Duty); provided, however, that the Purchasers shall not be required to indemnify any Seller for any matter which would require indemnification of the Purchasers by any Seller under Section 8.2.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered to the Selling Shareholders, the following:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • Performance by the Purchasers Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing Date.

  • Indemnification by the Buyer The Buyer agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Indemnification by the Investors Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

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