Bulk Sales Waiver and Indemnity Sample Clauses

Bulk Sales Waiver and Indemnity. The parties hereto acknowledge and agree that no filings with respect to any bulk sales or similar laws have been made, nor are they intended to be made, nor are such filings a condition precedent to the Closing; and, in consideration of such waiver by Purchaser, each of Seller and Owner, jointly and severally, shall indemnify, defend, and hold the Purchaser harmless against any claims or damages resulting or arising from such waiver and failure to comply with applicable bulk sales laws.
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Bulk Sales Waiver and Indemnity. Purchaser waives compliance by Seller with the provisions of the Bulk Sales Act (Ontario) and similar legislation, if any, in other jurisdictions. Each of Parent and Seller agree to indemnify, on a joint and several basis, and save Purchaser fully harmless against, and will reimburse or compensate, on a joint and several basis, Purchaser for, any damages, losses, obligations, Liabilities, claims, penalties, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees and expenses) incurred by or asserted against Purchaser directly or indirectly arising from, in connection with or related in any manner whatsoever to the failure by Seller or Purchaser to comply with such bulk sales legislation. Any rights accruing to Purchaser under this Section 2.04 shall be in addition to, and independent of, the rights of indemnification under Article 8 and any payments made to Purchaser under this Section 2.04 shall not be subject to any of the limitations of Article 8.
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Bulk Sales Waiver and Indemnity. Buyer waives compliance with ------------------------------- applicable bulk sales statutes and in return Seller agrees to indemnify, defend, hold and save Buyer harmless from any and all costs and expenses of any third party claim based on non-compliance with such laws.
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Bulk Sales Waiver and Indemnity. Seller Parties shall give any and all notices to governmental agencies or authorities required by the Pennsylvania Department of Revenue and the Pennsylvania Department of Labor and Industry in accordance with Pennsylvania Statutes 43 P.S. § 788.3, 69 P.S. § 529 and 72 P.S. §§ 1403, 7240 and 7321.1, which require that certain governmental agencies or authorities be notified, in advance of the Closing Date, of the proposed sale and transfer of the Assets (the “Bulk Sales Laws”). Seller Parties shall also act in good faith and with reasonable diligence to apply for, obtain and deliver to Purchaser any and all clearance certificates evidencing the payment by the Seller of certain taxes, assessments and contributions as required by the Bulk Sales Laws on the Closing Date or as soon after the Closing Date as is reasonably possible, including without limitation clearance certificates for the Seller from the Pennsylvania Department of Revenue and the Pennsylvania Department of Labor and Industry. The parties acknowledge that, as a result of procedures for the administration of applications for such clearance certificates, and anticipated delays therein, it will not be possible for the Seller Parties to obtain and deliver such clearance certificates as of the Closing Date, or for some period of time thereafter. If any such required clearance certificate is not available at the Closing, the failure to deliver such clearance certificate shall not constitute a default by Seller Parties or a deficiency in title. Seller shall promptly provide to Purchaser a copy of any such clearance certificate issued to Seller. Seller Parties, jointly and severally, hereby agree to indemnify, defend and hold Purchaser harmless for any actual out-of-pocket losses, damages, expenses, liabilities, fines or penalties arising out of the failure of Seller Parties to comply with the Bulk Sales Laws and obtain the clearance certificates, which indemnity shall survive Closing hereunder. The provisions of this Section 10.5 shall survive the Closing.
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Related to Bulk Sales Waiver and Indemnity

  • Waiver and Indemnity Notwithstanding anything apparently to the contrary in this Lease, Landlord and Tenant hereby release one another and their respective partners, officers and employees from any and all liability (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage covered by property insurance or coverable by a customary form of policy of the insurance required by Paragraph 20, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. Mechanic's liens. The Tenant agrees to promptly pay all sums of money in respect of labor, services, materials, supplies, or equipment furnished or alleged to have been furnished to the Tenant in or about the Premises, and the Tenant shall not permit any mechanic's, material man's, or other lien to arise or be filed against the Premises or the Landlord's interest therein. The Tenant shall save, hold harmless, and defend the Land lord from liability or other damage that the Land lord may incur as a result of such liens in the event the same arise or are filed in contravention of the immediately preceding sentence. If any such mechanic's lien shall at any time be filed, the Tenant shall forthwith cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or otherwise, provided the Tenant first posts a bond in favor of the Landlord in a form and substance acceptable to the Landlord, which shall be conditioned on the successful contest by the Tenant of any such lien. The Tenant shall have the right to contest in good faith, any and all such liens. If the Tenant shall fail to cause such lien to be discharged within thirty (30) days after being notified of the filing thereof and before judgment or sale thereunder, then, in addition to any other right or remedy the Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed appropriate by the Landlord, and the amount so paid by the Landlord and/or all costs and expenses incurred by the Landlord in procuring the discharge of such lien, including reasonable attorneys' fees, shall be deemed to be additional rent for the Premises and shall be due and payable by the Tenant to the Landlord on demand. Nothing contained in this Lease shall be construed as a consent on the part of the Landlord to subject the Landlord's estate in the Premises or any portion of the Premises to any lien or liability under the lien laws of the state of Minnesota. The Landlord shall have the right to post and maintain on the Premises notices of non-responsibility under the laws of Minnesota.

  • Waiver and Indemnification (a) Neither the Partners nor any Person acting on their behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.

  • HOLD HARMLESS AND INDEMNIFICATION AGREEMENT The CONTRACTOR hereby agrees to protect, defend, indemnify, and hold PLACER COUNTY free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PLACER COUNTY arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the COUNTY) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement. CONTRACTOR agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONTRACTOR. CONTRACTOR also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONTRACTOR or the COUNTY or to enlarge in any way the CONTRACTOR'S liability but is intended solely to provide for indemnification of PLACER COUNTY from liability for damages or injuries to third persons or property arising from CONTRACTOR'S performance pursuant to this contract or agreement. As used above, the term PLACER COUNTY means Placer County or its officers, agents, employees, and volunteers.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.