INDEMNITY BY BUYER definition

INDEMNITY BY BUYER. Wendy's International, Inc. shall indemnify and hold harmless Seller and their respective successors, assigns, heirs and legal representatives, from and against any and all Damages suffered or incurred by Seller by reason of(i) any misrepresentation or breach of any warranty or nonfulfillment of any covenant on the part of Buyer contained in this Agreement or in any Related Document furnished or to be furnished by Buyer to Seller pursuant hereto; (ii) any Assumed Obligation; or (iii) any and all claims for damages for personal injury, death, disability or property damage, contingent, unliquidated or disputed which are based upon occurrences or accidents arising after the Effective Time.
Sample 1

Examples of INDEMNITY BY BUYER in a sentence

  • THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

  • INDEMNITIES 26 INDEMNITY BY SELLER 26 INDEMNITY BY BUYER 26 Additional Cross Indemnity 26 Defense 27 Failure to Defend 27 No Dedication 27 Consequential Damages 27 Limitation on Liability 27 17.

  • THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT OR RECOVERY OF ANY ATTORNEYS FEES UNDER SECTION 13.8. SELLER WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR DAMAGES OTHER THAN AS SET FORTH IN THIS SECTION 2.2.5. BY INITIALING IN THE SPACES WHICH FOLLOW, SELLER AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THIS SECTION 2.2.5 GOVERNING LIQUIDATED DAMAGES.

  • For the fiscal years ending June 30, 2023, and June 30, 2024, the grant shall be the same amount awarded for the prior fiscal year.

  • THIS WAIVER, RELEASE, AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

  • IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO, BOTH SELLER AND BUYER, THAT THE INDEMNITY PROVIDEDFOR IN THIS SECTION IS AN INDEMNITY BY BUYER TO INDEMNIFY AND PROTECT SELLER FROM THE CONSEQUENCES OF SELLER’S OWN NEGLIGENCE, FAULT OR STRICT LIABILITY, WHETHER THAT NEGLIGENCE, FAULT OR STRICT LIABILITY IS THE SOLE, JOINT OR CONCURRING CAUSE OF THE INJURIES OR DEATH OR PROPERTY DAMAGE (BUT EXPRESSLY EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OFSELLER).

  • THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT OR RECOVERY OF ANY ATTORNEYS FEES UNDER SECTION 13.8. SELLER WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR DAMAGES OTHER THAN AS SET FORTH IN THIS SECTION 2.2.5. BY INITIALING IN THE SPACES WHICH FOLLOW, SELLER AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THIS SECTION 2.

  • THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT.

  • Some anecdotal information was provided regarding potential development of the land but it was second hand information and he asked the Board to treat it accordingly.

Related to INDEMNITY BY BUYER

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnity Escrow Amount means $3,000,000.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount, and the funds from time to time in such account established with the Escrow Agent pursuant to the Escrow Agreement.

  • Indemnity Escrow Fund means, at any time, the portion of the Indemnity Escrow Amount held in escrow by the Escrow Agent – Indemnity Escrow Fund, including all interest and other income earned thereon.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Environmental Damages means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including reasonable fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, direct or indirect, foreseeable or unforeseeable, made, incurred, suffered or brought at any time and from time to time and arising in whole or in part from:

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnity Threshold has the meaning set forth in Section 9.3.