Requirement of Indemnification. Seller and each Seller, jointly and severally, shall indemnify Purchaser for any loss, cost, expense or other damage (including, without limitation, reasonable attorneys' fees and expenses) suffered by Purchaser resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by Shareholders herein, and any claims arising from actions by Company or Subsidiaries prior to the Closing Date. Purchaser shall indemnify and hold the Sellers harmless from and against any loss, cost, expense or other damage (including, without limitation, reasonable attorneys' fees and expenses) resulting from, arising out of, or incurred with respect to, or alleged to result from, arise out of or have been incurred with respect to, the falsity or the breach of any representation, covenant, warranty or agreement made by Purchaser herein, and any claims arising from actions of Company or Subsidiaries from and after the Closing Date.
Requirement of Indemnification. As a condition of your use of the Services, you warrant to us that you will not use the Services for unlawful purposes or in ways which are prohibited by this Agreement or which could damage or disable the Services or interfere with any other party’s use and enjoyment of the Services. You agree to indemnify and hold us harmless from any breach of your warranty, including but not limited to any claim made by any third party which is due to or arises out of your use of our Services. Your obligation to indemnify and hold us harmless extends to any judgments, awards, settlements and costs, including reasonable attorney’s fees, which stem from a breach of your warranty or any claims made by any third party which is due to or arises out of your use of our Services.
Requirement of Indemnification. Any provision of Sections 9.1, 9.2 or 9.4 to the contrary notwithstanding, to the extent that a Director or Officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 9.1, or in defense of any claim, issue or matter therein, that person shall be indemnified against all expenses and liabilities, including attorneys’ fees, actually and reasonably incurred by that person in connection therewith. The right to indemnification granted by this Section 9.3 may be enforced by a separate action against the Corporation, if an order for indemnification is not entered by a court in the action, suit or proceeding wherein that person was successful on the merits or otherwise.
Requirement of Indemnification. PC shall indemnify JDI for any loss, cost, expense or other damage suffered by JDI resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by shareholders. Without limiting the generality of the above, JDI shall be deemed to suffer loss, costs, expense or other damage if PC suffers loss, costs, expense or other damage.
Requirement of Indemnification. NRI shall indemnify ODOL for any loss, cost, expense or other damage suffered by ODOL resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by NRI. Without limiting the generality of the above, ODOL shall be deemed to suffer loss, costs, expense or other damage if NRI suffers loss, costs, expense or other damage.
Requirement of Indemnification. The Company shall indemnify the Fund and the shareholders of the Fund for any loss, cost, expense, or other damage suffered by the Fund or the shareholders of the Fund resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by the Company which survives the closing as provided in Section 8. The Fund shall indemnify the shareholders of the Company for any loss, cost, expense, or other damage suffered by the shareholders of Company resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty, or covenant made by the Fund which survives the closing as provided in Section 8.
Requirement of Indemnification. Shareholders jointly and severally shall indemnify, hold harmless, and defend Purchaser for any loss, cost, expense or other damage suffered, including attorney's fees, by Purchaser resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by Seller or shareholders which survives the closing as provided in paragraph 8.
Requirement of Indemnification. 35 11.2 Procedures Relating to Indemnification ........................ 36 11.3 Defense of Third-Party Claim .................................. 38 11.4 Payment ....................................................... 38 11.5
Requirement of Indemnification. (a) Sellers shall jointly and severally indemnify and hold the Buyer Indemnitees harmless from and against any Damages suffered by them resulting from, arising out of, or incurred with respect to, or (in the case of claims asserted against any Buyer Indemnitee by a third party) alleged to result from, arise out of, or have been incurred with respect to (i) the falsity, breach, or inaccuracy of any representation, warranty, covenant, or agreement of the Sellers contained in this Purchase Agreement or in any schedule, exhibit, document, or instrument delivered in connection herewith, (ii) any current or future Liability whatsoever relating to tax obligations of the Castle Entities, except as provided in Section 8.4 and except for Liabilities for Taxes of the Acquired Corporation for periods commencing on the Closing Date, (iii) any Liability whatsoever of the Sellers other than the Assumed Liabilities, whether arising prior to, on, or after the Closing Date, whether or not known at the date hereof or on the Closing Date, and whether or not identified in a Schedule to this Purchase Agreement, provided that Castle shall not be liable for any such Liability to trade creditors of IRLP for which it was not liable prior to the Closing, (iv) any Liability of the Asset Sellers or any ERISA Affiliate related to any Indian Benefit Plan that existed prior to or at Closing, maintained by, contributed to, or obligated to be contributed to, at any time, by the Asset Sellers or any ERISA Affiliate (other than the Indian 401(k) Plan and the DB Plan), and any Liability of the Asset Sellers or any ERISA Affiliate related to any Title IV Plan or other Benefit Plan other than the DB Plan and Trust, (v) any Liability of the Castle Entities under any federal or state securities or similar laws, rules or regulations with respect to any transactions, facts or circumstances (real or alleged) occurring or existing prior to the Closing Date, (vi) any Liability with respect to intracompany claims among the Castle Entities, except under the Compliance Cost Agreement, (vii) any Liability relating to employment and/or severance agreements, the WARN Act or any similar laws, rules or regulations, options, stock appreciation rights and similar arrangements and/or rights between any of the Castle Entities or any of their Affiliates and their respective personnel, except as provided in Section 8.7, (viii) any Liability or Damage of any party resulting from the failure of the Asset Sellers to u...
Requirement of Indemnification. RIT shall indemnify JDI for any loss, cost, expense or other damage suffered by JDI resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by RIT. Without limiting the generality of the above, JDI shall be deemed to suffer loss, costs, expense or other damage if RIT suffers loss, costs, expense or other damage.
