Purchaser Indemnities. 10.1 The Purchaser hereby agrees to indemnify and hold the Minister of Sport, Arts and Culture, Iziko and its officers, board members, directors, employees, agents, contractors, and attorneys harmless from and against the entirety of any Adverse Consequences, which Iziko may suffer (whether directly or indirectly) resulting from, arising out of, or relating to–
Purchaser Indemnities. The Purchasers hereby agree to indemnify and hold harmless each of the Sellers and their affiliates from and against any and all Damages actually suffered or paid by the Sellers or their affiliates as a result of the breach of any representation or warranty made by the Purchasers in this Agreement. To the extent that the Purchaser’s undertakings set forth in this Section 6(b) may be unenforceable, the Purchasers shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder.
Purchaser Indemnities. The Purchaser indemnifies Dusk Mobile and its Personnel against any and all loss, damage, cost, expense or liability which Dusk Mobile and its Personnel may suffer or incur, to the extent arising out of:
Purchaser Indemnities. If Closing occurs, Purchaser agrees to indemnify, defend and hold harmless Seller and its respective parents and Affiliates, and each of their officers and directors, successors (collectively “Seller Indemnified Party”) and assigns from and against any and all Losses, that are incurred by or awarded against any Seller Indemnified Party, including reasonable legal, accounting, and other expenses in connection therewith (if and to the extent allowable under applicable law), which arise out of, are in connection with, or relate to any breach of the representations or warranties made by Purchaser in Section 7 of this Agreement or in any certificate delivered by Purchaser at Closing; provided, however, that for purposes of determining whether a breach of such representation or warranty has occurred or the amount of Losses incurred in connection therewith, any limitation or qualification as to materiality set forth in such representation and warranty shall be disregarded. The obligations of Purchaser under this Section 13(b) shall survive Closing or termination of this Agreement.
Purchaser Indemnities. The Purchaser indemnifies the Vendor on demand in respect of all Claims which may be incurred by brought, made or recovered against the Vendor consequent on or arising directly or indirectly out of any default or delay by the Purchaser the performance of its obligations contained or implied under the Bookshop Lease on and from Settlement.
Purchaser Indemnities. Subject to Sections 4(a) and 4(b), Purchasers shall indemnify and keep indemnified Seller and its Affiliates in full and on demand against any and all Losses which the Seller or its Affiliates may in any way incur or suffer as a result of:
Purchaser Indemnities. 34 10.4. Notice Procedure and Contents........................................................................35 10.5. Injured Party Defense................................................................................35 10.6. Failure of Indemnifying Party to Defend..............................................................36 10.7. Assertion of Additional Claims.......................................................................36 10.8. Punitive Damages.....................................................................................36
Purchaser Indemnities. Seller shall indemnify, defend and hold Purchaser and its directors, officers, employees, shareholders, agents and Affiliates, and their respective successors and assigns (the "PURCHASER INDEMNITEES"), harmless from and against any and all Losses suffered, sustained, incurred or required to be paid by any Purchaser Indemnitee by reason of (i) any representation or warranty made by Seller in this Agreement or in any other Transaction Document being untrue or incorrect, (ii) the failure of Seller to perform any covenant or agreement to be performed by Seller under this Agreement or under any other Transaction Document, (iii) any noncompliance of Seller with any Bulk Sales Laws (defined as Uniform Commercial Code Article 6) or fraudulent transfer law in respect of the transactions contemplated by this Agreement, (iv) any indebtedness, liabilities and obligations of Seller other than the Assumed Obligations, (v) any of the claims or litigation described in Schedule 5.14 hereto, (vi) any of the Excluded Liabilities, (vii) accruals or increases to any of the assumed accounts payable from the amounts shown on the Seller's books and records as of the Closing Date, (viii) any Taxes, including, without limitation, sales Taxes, penalties, or other charges or fees owed by Seller to any governmental authority, whether or not such liabilities are known to Seller, as of the Closing Date, or (ix) any payments made by or costs incurred to Purchaser (A) in satisfaction of delinquent obligations of Licensed Intellectual Property used in the ordinary course of business, (B) in connection with the Purchasers fulfillment of customer obligations for which Seller had previously received and spent the customer's deposit; (C) in connection with any creditor taking action against the Purchaser due to the Seller's inadequate satisfaction of liabilities existing at Closing Date, including but not limited to charges of fraudulent conveyance or preference under California or federal law; or (D) in connection with payment of contributions, interest, and penalties due to the Employment Development Department of the Health and Human Services Agency of the State of California to cover the amount due or unpaid from Seller pursuant to the CUIC.
Purchaser Indemnities. Purchaser Indemnitees" shall mean the following Persons:
Purchaser Indemnities. The Purchaser and its officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act.
