Specific Indemnification. Purchaser agrees and undertakes to indemnify Seller for any and all documented Costs reasonably incurred by any member of Seller's Group to the extent arising from, or in connection with, any unauthorised use of Seller's Trademarks and/or Seller's Images by any member of Purchaser Group after the Closing Date which is not permitted under this Agreement or any other executed Transaction Document.
Specific Indemnification. (a) Without prejudice to Section 6.3, each of the Warrantors agrees, severally but not jointly, in accordance with the Proportion of Liabilities, to indemnify and hold harmless each of the Series A-1 Investors and its affiliated Indemnitees, from and against all Indemnifiable Losses (but excluding any consequential, speculative or punitive damages) suffered by such Series A-1 Investor or its affiliated Indemnitees as a result of, or based upon or arising from the following:
Specific Indemnification. Without limiting the general indemnification above, each party agrees to indemnify, hold harmless, and defend the other party from and against any claims that arise with respect to information appearing on the Indemnifying Party’s website or other advertising materials relating to the Products or the Plan that is misleading to customers with respect to the Products being offered, including the identity of the creditor and from and against any claims related to the fraudulent, or negligent acts conducted by the Indemnifying Party’s employees’, agents’ or representatives’ use of Online Account Services.
Specific Indemnification. 12.1 The Contractor shall fully indemnify, save harmless and defend the Purchaser from and against any and all damages in favor of any third parties (including, without limitation, Purchaser's shareholders, each of their subsidiaries, and the directors, officers, agents and employees of each of them) with respect to (a) failure of the Contractor or its agents to comply with the Law and Consents, (b) failure of the Contractor or its agents to make payments of taxes relating to the Contractor's income or other taxes required to be paid by the Contractor pursuant to this Contract without reimbursement or compensation hereunder or (c) any hazardous or toxic materials the Contractor or its agents have at any time brought on and caused the release thereof from the Site. Purchaser shall fully indemnify, save harmless and defend the Contractor from and against any and all damages in favor of any third parties (including, without limitation, its shareholders and subsidiaries, and the directors, officers, agents and employees of each of them) with respect to (a) failure of the Purchaser or any of its agents to comply with Law and Consents, (b) failure of Purchaser or its agents to make timely payments of taxes relating to the Purchaser's income or other taxes required to be paid by the Purchaser hereunder, and (c) any hazardous or toxic materials the Purchaser, or any of its other agents have brought on and caused the release thereof from the Site or any other hazardous or toxic materials found on or under the Site.
Specific Indemnification. In addition to the indemnification provided for in Section 11.1, each Stockholder (specifically excluding the ESOP and its participants and their beneficiaries, in their capacities as such) covenants and agrees that he will jointly and severally indemnify, defend, protect and hold harmless the Company and Metals from and against all Damages incurred by any of them as a result of any condition of the properties owned or operated by the Company at any time prior to the Closing Date and described in the report or reports of ENSR, copies of which are attached hereto.
Specific Indemnification. (a) Notwithstanding anything to the contrary provided in this Agreement, the Indemnifying Party shall fully indemnify and hold harmless the Indemnifiable Party from and against all losses, claims, damages, interests, costs, fines, penalties or reasonable expenses (and in the case of the Tax Indemnity and the indemnity under Section 11.6(a)(iv), the Tax itself) whatsoever actually suffered or incurred:
Specific Indemnification. 25 8.5 Third Person Claims.............................................25 8.6
Specific Indemnification. Without prejudice to the generality of the foregoing, the Covenantors shall jointly and severally indemnify any Indemnified Party for any Loss suffered by such Indemnified Party as a result of or arising out of (i) any Group Company’s failure to withhold any Tax, or pay any Tax or Social Insurance (including any non-payment or underpayment) in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any Group Company’s failure to comply with any applicable Laws in any material respects that incurred or existed on or prior to the Closing Date; (iii) any Group Company’s failure to timely obtain any Consent or Permit from any competent Governmental Authority in accordance with applicable Laws; (iv) any Action that are brought against any Group Company for matters that incurred before or are attributable to any event or situation incurred or existed before the Closing Date; (v) any infringement of Intellectual Properties by or of any third party in connection with or arising from any Group Company’s use of such Intellectual Properties and/or the upload, display and dissemination of any content by websites operated through the Group Companies that incurred before the Closing Date; (vi) any penalties, fine or other damage to the Group Companies arising out from the withdrawal of the paid-in registered capital of Shanghai Kuanyu in violation of applicable Laws by its original shareholders; or (vii) any penalties, fine or other damage to the Group Companies arising from the operation of third parties-owned websites by the Group Companies in violation of laws. The indemnification under this Section 7.3 shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Covenantors have any actual or constructive knowledge with respect thereto.
Specific Indemnification. Without limiting the foregoing Section 7.3, each Loan Party acknowledges and agrees that the Agent and each Lender Party is fully indemnified pursuant to Section 8.7 of the Credit Agreement in respect of the Agent’s and each Lender Party’s negotiation, execution, compliance with and implementation of this Agreement, including as against any claims that any third party (including any Lender not a Lender Party) might or could assert in respect of such negotiation, execution, compliance and implementation, and to the extent such Section 8.7 as currently drafted is not entirely clear as to such indemnification, such Section 8.7 shall automatically be deemed to be amended by this Agreement to ensure that such Section 8.7 encompasses the indemnification obligations described in this Section 7.4.
Specific Indemnification. With respect to claims of patent infringement made by third Persons, the Grantee will save TC-3 and the other signatories to the CANTAT-3 C&MA harmless against claims arising out of or based on the use by the Grantee, in combination or in connection with the Capacity, any apparatus, system or method provided by the Grantee, any subgrantee or lessee of the Grantee or any customer or customers of the Grantee, of such subgrantee or of such lessee.
