INDEMNIFICATION FOR BREACH OF WARRANTIES Sample Clauses

INDEMNIFICATION FOR BREACH OF WARRANTIES. Seller shall indemnify Buyer against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Seller in this Agreement which is false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing). If at any time prior to Closing Buyer determines that any warranty made by Seller in this Agreement is incorrect, incomplete or misleading, then Buyer shall advise Seller of that fact and Seller shall provide to Buyer in writing whatever other information shall be necessary to cause that warranty to be correct, complete and not misleading.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Xxxxxxxxxxxx and Seller shall indemnify Buyer against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Seller in this Agreement which is materially false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing) so as to have a material adverse effect on the value of Seller's Business. If at any time prior to Closing Seller determines that any warranty made by Seller in this Agreement is incorrect, incomplete or misleading, then Seller shall advise Buyer of that fact and shall provide to Buyer in writing whatever other information shall be necessary to cause that warranty to be correct, complete and not misleading. If any claim, action or proceeding is filed or brought against Buyer which is or may be subject to Seller's obligation to indemnify Buyer as set forth in this subparagraph, then Buyer shall promptly give Seller written notice of that claim, and Seller thereafter shall have the option to defend that claim at Seller's expense using attorneys selected by Seller. If Seller subsequently fails to pay that claim or dispute that obligation or liability, and if Buyer subsequently is required to pay that claim, then Xxxxxxxxxxxx and Seller shall have joint and several liability to reimburse, indemnify and hold harmless Buyer with respect to that claim, obligation or liability.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. The parties shall indemnify and hold the other harmless from and against all losses, damages and costs (including attorney fees and court costs) relating to any breach of warranty made by that party in this Agreement (either on the date of this Agreement or at the time of Closing).
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Buyer shall indemnify Seller against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Buyer in this Agreement which is false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing).
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Seller (and Xxxxxxx, in the case of the warranty made in subparagraph 13(h)) shall indemnity Buyer against all losses, damages and costs (including attorney fees and court costs) relating to any warranty made by Seller (and Xxxxxxx, in the case of the warranty made in subparagraph 13(h)) in this Agreement which is false, misleading, incomplete or inaccurate (either on the date of this Agreement or at the time of Closing). If at any time prior to Closing Seller determines that any warranty made by Seller in this Agreement is incorrect, incomplete or misleading, then Seller shall advise Buyer of that fact and shall provide to Buyer in writing whatever other information shall be necessary to cause that warranty to be correct, complete and not misleading.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. If a claim is made or an action brought resulting from any breach of the foregoing representations, warranties or covenants, Consultant will indemnify OnePak and hold it harmless against such claim or action and resulting costs, damages and attorneys fees, provided that (i) OnePak promptly notifies Consultant in writing of the claim, and (ii) Consulting Services Agreement Rev. 2/22/07 4 Consultant has sole control of the defense and all related settlement negotiations, although OnePak may be represented by separate counsel at its own expense. If any Work Product, or the use or operation thereof, becomes, or in Consultant’s opinion is likely to become, the subject of such a claim, Consultant may at its expense either procure the right for OnePak to continue using the Work Product or, at its option, replace or modify the same without cost to OnePak so that it becomes non-infringing (provided such replacement or modification does not materially adversely affect OnePak’s intended use of the Work Product as contemplated hereunder). If neither of the foregoing alternatives is available, OnePak will return the Work Product on written request by Consultant and Consultant will credit or (at OnePak’s option) refund to OnePak all fees paid for such Work Product. The indemnity obligations of the parties under this Paragraph 13 shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of OnePak, the Consultant, and any other such persons or entities mentioned hereinabove.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. 8.1. With effect from the Closing, subject to the provisions of clauses 8.2., 8.3. and 8.4. below, each of the Sellers shall (with respect to such Seller's warranties only), indemnify and hold harmless each of the Sellers, from and against any losses or damages (including, without limitation, reasonable legal fees), arising out of or resulting from a material inaccuracy of any representation or warranty given by such Seller or Buyer (as the case may be) under this Agreement.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Shell agrees to indemnify and hold harmless SIMSCI, its affiliates, customers and its and their end users, from any third party claim, suit or proceeding ("Claim") against them based on Shell's breach of the warranties contained in Section 7.1 and to pay any damages, settlement amounts and costs (including reasonable attorneys' fees and court costs) relating to such a Claim. Shell will only pay settlement amounts authorized by Shell and all costs, damages and attorneys' fees that a court finally awards. SIMSCI shall promptly provide to Shell notice of any Claim, and cooperate with and allow Shell to control the defense of any Claim and any settlement negotiations. SIMSCI may participate in the proceedings at its option and expense.
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INDEMNIFICATION FOR BREACH OF WARRANTIES. Shell agrees to indemnify and hold harmless SIMSCI, its affiliates, customers and its and their end users, from any third party claim, suit or proceeding ("Claim") against them based on Shell's breach of any of the warranties contained in Section 7.1 and Section 7.4 and any claim that the Programs, when used within the scope of the license granted in Section 2.1, infringe any patent, copyright, trade secret or other intellectual property right of any third party, and to pay any damages, settlement amounts and costs (including reasonable attorneys' fees and court costs) relating to such a Claim. Shell will pay only settlement amounts authorized by Shell and all costs, damages and attorneys' fees that a court finally awards. SIMSCI shall promptly provide to Shell notice of any Claim, and cooperate with and allow Shell to control the defense of any Claim and any settlement negotiations. SIMSCI may participate in the proceedings at its option and expense.
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Related to INDEMNIFICATION FOR BREACH OF WARRANTIES

  • Breach of Warranties In the event of any breach, or reasonably anticipated breach, of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Exodus will have the right immediately, in Exodus' sole discretion, to suspend any related Internet Data Center Services if deemed reasonably necessary by Exodus to prevent any harm to Exodus and its business.

  • Liabilities for Breach of Agreement 8.1 In the event any Party failed to perform any of its obligations under this Agreement, or made any untrue or inaccurate representation or warranty, such Party shall be liable for all the losses of other Parties for breach of the Agreement, or pay the penalties to the other Parties as agreed by the relevant Parties.

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Liability for Breach of Contract 1. If the parties can not continue the performance of this agreement due to either party’s breach, the breaching party shall pay the other party liquidated damages equal to 10% of all amounts payable during the performance of this agreement.

  • Liabilities for Breach of Contract If any Party to this Agreement fails to, according to the provisions of this Agreement, appropriately and fully perform its obligations, such Party shall be liable for breach of contract. Any damages and costs incurred by the non-breaching Party, due to a breach of contract by the breaching Party, shall be paid by the breaching Party to the non-breaching Party.

  • Breach of Warranty Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

  • Damages for Breach of Contract In the event of a breach of this Agreement by either the Corporation, Bank or the Executive resulting in damages to another party to this Agreement, that party may recover from the party breaching the Agreement only those damages as set forth herein. In no event shall any party be entitled to the recovery of attorney's fees or costs.

  • Remedies for Breach of Representations and Warranties It is understood and agreed that the representations and warranties set forth in Subsections 9.01 and 9.02 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to any representation or warranty contained in Subsections 9.01 or 9.02 hereof that is made to the Seller's knowledge, if it is discovered by the Purchaser that the substance of such representation and warranty was inaccurate as of the related Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other relevant parties. Within sixty (60) days after the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty, which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein (or which materially and adversely affects the value of the applicable Mortgage Loan or the interest of the Purchaser therein in the case of a representation and warranty relating to a particular Mortgage Loan), the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser's option, repurchase such Mortgage Loan or Mortgage Loans at the Repurchase Price. Notwithstanding the above sentence, (i) within sixty (60) days after the earlier of either discovery by, or notice to, the Seller of any breach of the representation and warranty set forth in clause (vv) of Subsection 9.02, the Seller shall repurchase such Mortgage Loan at the Repurchase Price and (ii) any breach of a Deemed Material and Adverse Representation shall automatically be deemed to materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein. In the event that a breach shall involve any representation or warranty set forth in Subsection 9.01, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans affected by such breach shall, at the Purchaser's option, be repurchased by the Seller at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Subsection 9.02 (except as provided in the second sentence of this paragraph with respect to certain breaches for which no substitution is permitted) and the Seller discovers or receives notice of any such breach within 120 days of the related Closing Date, the Seller shall, at the Purchaser's option and provided that the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Qualified Substitute Mortgage Loans, provided, however, that any such substitution shall be effected within such one hundred twenty (120) days after the related Closing Date. If the Seller has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan at the Repurchase Price. Any repurchase of a Mortgage Loan pursuant to the foregoing provisions of this Subsection 9.03 shall occur on a date designated by the Purchaser, and acceptable to Seller, and shall be accomplished by either (a) if the Interim Servicing Agreement has been entered into and is in effect, deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution or (b) if the Interim Servicing Agreement has not been entered into or is no longer in effect, by direct remittance of the Repurchase Price to the Purchaser or its designee in accordance with the Purchaser's instructions. At the time of repurchase of any deficient Mortgage Loan (or removal of any Deleted Mortgage Loan), the Purchaser and the Seller shall arrange for the reassignment of the repurchased Mortgage Loan (or Deleted Mortgage Loan) to the Seller or its designee and the delivery to the Seller of any documents held by the Custodian relating to the repurchased Mortgage Loan (or Deleted Mortgage Loan). In the event of a repurchase or substitution, the Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Seller shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Seller shall effect such substitution by delivering to the Custodian or to such other party as the Purchaser may designate in writing for such Qualified Substitute Mortgage Loan the documents required by Subsection 6.03 and the Custodial Agreement, with the Mortgage Note endorsed as required by Subsection 6.03 and the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Seller shall cause the Interim Servicer to remit directly to the Purchaser, or its designee in accordance with the Purchaser's instructions the Monthly Payment less the Servicing Fee due, if any, on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by the Seller. For the month of substitution, distributions to the Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Seller shall

  • No Misrepresentation or Breach of Covenants and Warranties The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

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