Indemnity of Purchaser. Seller agrees to indemnify, defend and hold Purchaser harmless from and against any and all Losses arising out of or resulting from the breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement or the exhibits and schedules hereto. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by Purchaser under this Section unless and until the aggregate amount of all Losses of Purchaser in respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below such threshold, up to a maximum of $1,000,000.
Indemnity of Purchaser. The Purchaser hereby agrees to defend, indemnify, hold harmless and reimburse the Seller and its directors, officers, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) that shall be caused by or related to or shall arise out of: (a) any breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of the Purchaser contained in this Agreement; (b) subject to Section 4.10 hereof, any breach of any covenant or agreement of the Purchaser contained in this Agreement and in any certificate delivered by Purchaser and/or Parent pursuant hereto; and (c) any failure by the Purchaser to satisfy the Assumed Liabilities and the operation of the Business after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party), whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. The Purchaser further agrees that it shall not, without the prior written consent of the Seller, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 7.4 from all liability arising out of such claim, action, suit or proceeding.
Indemnity of Purchaser. Subject to Clause 11.2, Purchaser shall indemnify Vendor and its directors, employees and agents from and against all Losses which Vendor, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Purchaser contained in Clause 10.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful default of Vendor, its successors, agents or assigns. The indemnity granted by Purchaser in this Clause 12 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 10.1 or any additional remedy with regard to the breach by Purchaser of any representation or warranty. Furthermore, the indemnity of Purchaser to Vendor granted pursuant to this Clause 12 shall only apply to claims of indemnity made by Vendor to Purchaser by giving written notice to Purchaser within twelve (12) months following the First Closing Date and, in any event, the maximum aggregate liability and indemnity of Purchaser to Vendor for Losses suffered by Vendor pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Purchaser.
Indemnity of Purchaser. Purchaser shall as from the Closing Date indemnify, defend and hold Seller harmless against any and all losses, damages, costs and expenses (including reasonable attorneys' fees) actually suffered or incurred by Seller arising out of or resulting from any breach by Purchaser of this Agreement or from events or circumstances for which Seller does not bear any responsibility as agreed hereunder.
Indemnity of Purchaser. The Seller agrees to indemnify and hold harmless the Purchaser, the Company, and their respective officers, directors, agents and employees, successors and assigns, subject to any applicable limitation on Claim set forth in Clause 9 above, from and against and in respect of any and all claims, demands, actions, suits, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution in value and deficiencies of any kind or character, including, without limitation, interest and penalties, whether or not involving a third party claim, which may be asserted or secured against, sustained, suffered or incurred by Purchaser, the Company or any of such other persons and arises out of or in any manner is incident to, relates to or is attributable to:
Indemnity of Purchaser. Subject to the limitations provided for in Section 10.4 hereof, and except to the extent that Purchaser is obligated to indemnify Supplier under Section 10.1 hereof, Supplier shall defend, indemnify and hold harmless Purchaser, its Affiliates, and the officers, directors, employees, agents and representatives harmless from and against any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject at any time by reason of any Proceeding to the extent arising out of or resulting from:
Indemnity of Purchaser. Purchaser agrees to indemnify and hold Sellers harmless from all Damages (i) sustained or incurred by Seller as a result of the breach by Purchaser of any representation or warranty made by Purchaser in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); or (ii) which arise out of or are connected with events or actions that occur after the Closing Date including, but not limited to, any Damages in connection with the Lease after the Closing Date.
Indemnity of Purchaser. The Sellers and the Company, jointly and severally, agree to indemnify and hold harmless the Purchaser, the Company, and their respective officers, directors, agents and employees, successors and assigns, subject to any applicable limitation in time set forth in Section 12 above, from and against and in respect of any and all claims, demands, actions, suits, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution in value and deficiencies of any kind or character, including, without limitation, interest and penalties, which may be asserted or secured against, sustained, suffered or incurred by Purchaser, the Company or any of such other persons and arises out of or in any manner is incident to, relates to or is attributable to:
Indemnity of Purchaser. Seller agrees to indemnify and hold harmless Purchaser, the Company, and their respective officers, directors, agents and employees, successors and assigns from and against and in respect of any and all claims, demands, actions, suits, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution in value and deficiencies of any kind or character, including, without limitation, interest and penalties, which may be asserted or secured against, sustained, suffered or incurred by Purchaser, the Company or any of such other persons and arises out of or in any manner is incident to, relates to or is attributable to:
Indemnity of Purchaser. Seller hereby agrees to indemnify, defend ---------------------- and hold harmless Purchaser and its partners and their respective officers, directors and employees, from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable attorneys' fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), arising out of the negligence, fraud or any willful act or omission of Seller, or any of its officers, directors, agents or employees, in connection with the obligations of Seller under Paragraph 16 or Seller's services or work hereunder, whether within or beyond the scope of its duties or authority hereunder.
