After the Closing and except in the case of fraud. Section 10.2 will provide the exclusive remedy for any misrepresentation or breach of warranty arising out of this Agreement.
After the Closing and except in the case of fraud Sample Clauses
Related to After the Closing and except in the case of fraud
Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.
Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:
Limitations on Indemnification for Breaches of Representations and Warranties (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).
Indemnification of the Distributor The Fund agrees to indemnify and hold harmless the Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Distributor against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of the Distributor's duties or from the reckless disregard by any of such persons of the Distributor's obligations and duties under this Agreement, for all of which exceptions the Distributor shall be liable to the Fund. The Fund will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Fund may be asked to indemnify the Distributor or any other person or hold the Distributor or any other person harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Distributor will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Distributor and any such person against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Distributor, and thereupon the Fund shall take over complete defense of the claim, and neither the Distributor nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Distributor shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Distributor or any such person except with the Fund's written consent. Notwithstanding any other provision of this Agreement, the Distributor shall be entitled to receive and act upon advice of counsel (who may be counsel for the Fund or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.
Representations and Warranties of the Seller and the Company The Seller and the Company hereby make the following representations and warranties to the Purchasers:
Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:
Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY Sellers and the Company represent and warrant to Buyer that:
Indemnification of the Buyer Subject to the other provisions of this Article 7, from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:
