Indemnification Covenants of Seller Sample Clauses

Indemnification Covenants of Seller. Subject to the limitations set forth in this Section 9, Seller shall defend, indemnify, save and keep harmless the Buyer and its affiliates, directors, officers, agents or representatives and their respective successors and permitted assigns (the "Buyer Indemnitees"), against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees (collectively, the "Damages") sustained or incurred by any of the Buyer Indemnitees as a result of or arising out of or relating to:
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Indemnification Covenants of Seller. (a) With the understanding that the indemnification obligations of Xxxx X. Xxxxxxx are limited to those with respect to the representations and warranties made in Section 5.3, Sellers shall indemnify, save and keep Purchaser, and its respective officers, directors, agents, successors and assigns and lenders claiming by or through Purchaser, harmless from and against all Indemnifiable Claims or Indemnifiable Costs sustained or incurred by an Indemnified Party, as a result of or arising out of or by virtue of:
Sample 1
Indemnification Covenants of Seller. 10.1.1 Subject to Section 10.5 hereof, after the Closing Date, Seller hereby agrees to indemnify and hold Buyer and its Affiliates harmless from and against all Losses sustained or incurred by Buyer or any such Affiliate as a result or arising out of or by virtue of: (i) the inaccuracy of any representation or warranty made by Seller to Buyer in this Agreement, (ii) the breach or non-performance by Seller of any of the covenants, agreements or obligations of this Agreement to be performed by Seller; and (iii) all Unassumed Liabilities.
Sample 1
Indemnification Covenants of Seller. Seller indemnifies Buyer for and holds Buyer harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (collectively "Losses"), including without limitation, reasonable attorneys' fees and disbursements, sustained or incurred by Buyer as a result of, arising out of or incidental to:
Sample 1
Indemnification Covenants of Seller. (a) With the understanding that the indemnification obligations of John D. Copanos are limited to those with respect to the representatixxx xxx xxxxxxxies made in Section 5.3, Sellers shall indemnify, save and keep Purchaser, and its respective officers, directors, agents, successors and assigns and lenders claiming by or through Purchaser, harmless from and against all Indemnifiable Claims or Indemnifiable Costs sustained or incurred by an Indemnified Party, as a result of or arising out of or by virtue of.
Sample 1

Related to Indemnification Covenants of Seller

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants of the Company Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, counsel, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any representation or warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Document, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto.

  • Covenants of Sellers Sellers agree that:

  • Negative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not without the prior written consent of Buyer:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Covenants of the Company and Purchaser Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Purchasers, the Purchasers’ officers, directors, agents, Affiliates, counsel, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Purchaser or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Affirmative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller covenants that:

Time is Money Join Law Insider Premium to draft better contracts faster.