INDEMNITIES AND ADDITIONAL COVENANTS. 36 8.1 Sellers' Indemnity......................................36 8.2 Buyer's Indemnity.......................................38 8.3 Bulk Sales Compliance. .................................40 8.4
INDEMNITIES AND ADDITIONAL COVENANTS. 26 ------------------------------------ Section 12.01. Sellers' Indemnity....................................... 26 Section 12.02. Buyers' Obligation in Respect of Companies in Liquidation 27 Section 12.03. Indemnity Amounts to be Computed on After-Tax Basis...... 27
INDEMNITIES AND ADDITIONAL COVENANTS. Section 7.01.00 Survival. All representations, warranties, covenants, and obligations in this Agreement, the Schedules, Exhibits, and any other certificate or document delivered pursuant to this Agreement will survive the Closing until the termination of the indemnification provisions contained in Sections 7.02 and 7.03 hereof with respect to such representation, warranty or covenant. Xxxx acknowledges that the Xxxxxxx Entities have not made any representations or warranties other than as set forth in this Agreement or the schedules or exhibits attached hereto.
INDEMNITIES AND ADDITIONAL COVENANTS. 8.1 Sellers' Indemnity. (a) In the event that the purchase and sale transaction set forth herein is consummated, from and after the Closing Date, and with such indemnity limited to $30,000,000, the Sellers, jointly and severally, hereby indemnify and hold Buyer, its successors and assigns harmless from and against, and agree to defend promptly Buyer, its successors and assigns from and reimburse Buyer, its successors and assigns for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with (i) any breach or inaccuracy of any of the representations and warranties made by the Sellers in or pursuant to this Agreement; (ii) any breach or nonperformance of any covenant or obligation made or incurred by the Sellers in or pursuant to this Agreement; (iii) the operation and ownership of the Assets by the Sellers prior to the Closing Date; and (iv) any liability of the Sellers not specifically assumed by Buyer pursuant to Section 2.4, specifically including, without limitation, any liability for the matters set forth on Schedule 3.8, provided, that the Sellers shall not be required to indemnify Buyer pursuant to this Section unless and until the amount of all Losses for which indemnification is sought first exceeds $150,000, in which event Buyer may seek indemnification for all such Losses, including such initial $150,000. The Sellers shall further indemnify Buyer to the extent that any Liability assumed by Buyer exceeds the amount of such Liability specified on the Final Statement of Net Assets.
INDEMNITIES AND ADDITIONAL COVENANTS. 7.1 The Principal Stockholders' Indemnity.
INDEMNITIES AND ADDITIONAL COVENANTS. Section 8.1. Parent’s and Seller’s Indemnity.
INDEMNITIES AND ADDITIONAL COVENANTS. .. 17 Section 8.1 Seller's Indemnity................................ 17 Section 8.2 Buyer's Indemnity................................. 18 Section 8.3 Bulk Sales Compliance............................. 19 Section 8.4
INDEMNITIES AND ADDITIONAL COVENANTS. 8.1 Seller's Indemnity.
INDEMNITIES AND ADDITIONAL COVENANTS. 5.4.1 Each of Tenant and Landlord hereby indemnifies and holds the other and their respective shareholders, subsidiaries, affiliates, officers, directors, partners, employees harmless from, against, for and in respect of, any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of actions, encumbrances, fines, penalties, and costs and expenses suffered, sustained, incurred or required to be paid by any such indemnified party (including, without limitation, reasonable fees and disbursements of attorneys, engineers, laboratories, contractors and consultants) because of, or arising out of or relating to a violation of any of the indemnifying party’s representations, warranties and covenants under this Section, including any Environmental Liabilities arising therefrom. The foregoing notwithstanding, (i) the foregoing indemnifications shall not encompass consequential damages, damages related to loss of business, rent loss, business interruption or any diminution of the market value of the Project or the property of either party which may arise on account of the presence of any Hazardous Materials on or about the Project, and (ii) each party’s indemnities relating to Environmental Liabilities arising out of the “presence” of Hazardous Materials at the Project shall only apply to the extent such party is Responsible for such presence within the meaning of this Section, and shall serve to protect and indemnify solely against third party liability. Neither party shall be entitled to settle a claim as to which it is indemnifying the other party hereunder unless (i) the other party consents to such settlement after written notice of the terms thereof, which consent shall not be unreasonably withheld, conditioned, or delayed (and which consent shall be deemed given if a proposed settlement is not disapproved or otherwise responded to within ten (10) days after the date the party whose consent is required is notified of the proposed settlement in writing), or (ii) the settlement (A) constitutes a complete release of all present and future claims that might arise out of the matter indemnified against, (B) includes a written agreement of all governmental authorities having jurisdiction over such matter that such matter has been fully and finally resolved to the satisfaction of such governmental authority and that no future claims or governmental actions or proceedings arising out of such matter will be asserted by such author...
INDEMNITIES AND ADDITIONAL COVENANTS. 18 8.1. Sellers' Indemnity...........................................18 8.2. Buyer's Indemnity............................................19 8.3.
