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.

  • 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 2.2.5 GOVERNING LIQUIDATED DAMAGES.

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

  • THE FOREGOING SHALL NOT LIMIT SELLER'S RIGHT TO RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT13.8. 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.

  • A partnership agreement has been drawn up with the Asian & Oriental School of Catering who provide low-cost certificated training in Hazard Analysis.

  • 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

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • 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 has the meaning set forth in Section 10.1(a).

  • 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 has the meaning set forth in Section 2.12(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts 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, judgments, damages, losses, penalties, fines, liabilities, encumbrances, liens, costs and expenses of investigation and defense of any claim, including, without limitation, attorney’s fees, that are incurred at any time as a result of the existence of Environmental Conditions upon, about or beneath the Project Site or migrating or threatening to migrate to or from the Site, and including, without limitation:

  • 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 among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

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

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • 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 that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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.