Indemnity of Buyer. Buyer shall indemnify Seller against any loss, damage, cost or expense that Seller shall incur or suffer as a result of the breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or representation made by Buyer herein to and for the benefit of Seller.
Indemnity of Buyer. Buyer hereby agrees to indemnify, hold harmless and reimburse the Sellers and USTC and USTC's directors, officers, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of any breach or, with respect to third party claims, alleged breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall be caused by or related to or shall arise out of such breach or alleged breach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers' Rep and USTC, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of the Sellers and USTC under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.
Indemnity of Buyer. Subject to the limitations of paragraph 7.3, Seller and Shareholders, jointly and severally, agree to indemnify, defend, and hold Buyer, its owners, officers, agents, representatives, successors and assigns, jointly and severally, harmless from and against each, any, and all actions, suits, causes of action, losses, costs, claims, assessments, damages, response costs, liabilities, fines, funding or termination liabilities, judgments, and expenses (singly, a "Claim", collectively, the "Claims") asserted by a third party or parties against each, any, or all of them arising from, based upon, or on account of, in whole or in part, each, any one or more, or all of the following, whenever occurring: (i) any breach, failure to perform, or non-fulfillment by Seller or Shareholders of any covenant, agreement, term, condition, certificate, representation, or warranty contained in this Agreement or in any document delivered, or caused to be delivered to Buyer by Seller or the Shareholders, (ii) any untruth, misrepresentation, omission, or inaccuracy with respect to or contained in any such covenant, agreement, certificate, representation, or warranty, including any statement or figure contained in any of the Financial Statements, (iii) any violation of any law, rule, or regulation (or any act or failure to act) by Seller or any one or more of its officers, directors, agents, servants, or employees (or by others for whom Seller is responsible), (iv) any agreement made by, Claim against, or asserted liability of Seller, other than those expressly assumed by Buyer at Closing pursuant to paragraph 3.4, (v) the conduct of Seller's business or Seller's ownership, use, or operation of the Shopping Guides or the Property Sold, or any part or parts thereof, (vi) any payment received by Seller, directly or indirectly, (vii) any failure by Seller to comply with the laws of the state of Seller's domicile relating to or applicable to the sale of Seller's assets contemplated hereby, or (viii) any Lien as to all or any part of the Property Sold, other than a Permitted Lien; provided, however, that the obligation to indemnify hereunder shall in no event exceed, in the aggregate, the amount of the Purchase Price. As to each Claim, the obligations arising hereunder shall include, but not be limited to, an obligation to pay to or for Buyer all costs incurred in investigating, defending, or settling such Claim (including all reasonable attorneys' or experts' fees).
Indemnity of Buyer. Buyer agrees to defend, indemnify, and hold Mermet harmless from and against any and all claims, demands, liabilities, losses, costs and expenses (including, without limitation, reasonable attorney’s fees and costs of investigation), irrespective of the theory upon which based (including, without limitation, negligence and strict liability), Mermet may suffer or incur as a result of any claims, demands, or actions against Mermet by third parties arising out of the sale, delivery, installation or servicing of products sold or delivered to Buyer hereunder or in connection with the use, condition, possession, installation, ownership, selection, transportation, loading, unloading, maintenance or return of any product sold or delivered to Buyer hereunder, including, without limitation, claims for injury to person or property (including death); provided, however, that Buyer shall xxxx no liability to Mermet hereunder for damages, losses or expenses resulting solely from Mermet’s negligence.
Indemnity of Buyer. Buyer shall indemnify and hold Seller harmless from and against any and all costs, claims, liabilities, loss and causes of action, including but not limited to attorneys’ and paralegal fees (collectively, the “Seller’s Claims”) arising from events occurring on the Closing Date or at any time thereafter, with respect to the condition, repair, leasing, sale, operation, utility, use, cleaning, destruction, scrapping, ownership or management of the Purchased Assets, including without limitation any liability arising from the transportation, storage or release from any of the Purchased Assets of any substance. Upon payment of such indemnity, Buyer shall be subrogated to Seller’s rights against any third parties respecting such Seller’s Claims, and Seller shall cooperate with Buyer in all reasonable respects to enable Buyer to obtain the benefits of such subrogation. Buyer’s obligations under this Section 7 shall survive any sale or other transfer of any of the Transferred Assets to any other party.
Indemnity of Buyer. Buyer shall indemnify, defend and hold Seller harmless against any and all losses, damages, liabilities or expenses (including attorneys' fees and costs) arising from any act or omission of Buyer, or violation of any law or regulation in connection with the handling by Buyer of any Loan after Closing Date. 8.6.
Indemnity of Buyer. Buyer hereby agrees to defend, indemnify and hold Seller (and its officers, directors, agents, employees, Affiliates, successors and assigns) harmless from, against and in respect of any and all losses, liabilities, expenses or damages (including reasonable counsel fees) based upon, arising out of or otherwise is respect of:
Indemnity of Buyer. Buyer shall indemnify Seller and its affiliates, directors, officers, shareholders, employees, agents, representatives, successors and assigns (collectively, the Seller Indemnitees ) against any and all claims, and losses, liabilities, damages, expenses, including reasonable attorney's fees and costs of suit, to Seller (i) resulting from or related to any breach of Buyer's covenants, warranties and representations contained in this Agreement and (ii) resulting from, relating to or in connection with the operations of the Company and the Subsidiaries subsequent to the Closing Date, including without limitation, the sale of products by the Company and the Subsidiaries under the Xxxxxxxxx brand name subsequent to the Closing Date (other than with respect to infringement actions by third parties relative to the use of the Xxxxxxxxx brand name).
Indemnity of Buyer. Seller shall indemnify, defend, and hold harmless Buyer, its directors, officers, employees, agents, affiliates, owners, parents, successors and assigns (herein collectively “Indemnified Parties”) from and against any and all suits, actions, legal or administrative proceedings, claims, demands, actual damages, fines, punitive damages, losses, costs, liabilities, interest, attorney’s fees (including any such fees and expenses incurred enforcing this indemnity) incurred solely as a result of Buyer’s status as an option holder under this Agreement and arising out of the acts of Seller, its employees, agents, tenants, invitees, independent contractors or tresspassers on or affecting the Property, which acts occurred during the Initial Option Term or any Extended Option Term. Seller may defend Buyer in any such matter with legal counsel acceptable to Buyer, provided that Buyer acknowledges that legal counsel provided by the City Attorney’s Office shall be acceptable to Buyer.
Indemnity of Buyer. Buyer shall hold Seller harmless from and against any and all claims, actions, losses, costs, expenses, damages and liabilities (including, among other things, court costs and reasonable attorneys' fees) incurred by Seller, which Seller shall become obligated to pay or with the consent of Buyer agree to pay, in connection with the Assets after the Effective Date.
