Covenant of Indemnity Sample Clauses
A Covenant of Indemnity is a contractual provision in which one party agrees to compensate the other for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause outlines the specific types of claims or expenses covered, such as legal fees or third-party claims, and may set limits or procedures for making indemnification claims. Its core practical function is to allocate risk between the parties, ensuring that the indemnified party is protected from specified financial harm resulting from the actions or omissions of the indemnifying party.
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Covenant of Indemnity. The Vendor will indemnify and hold harmless the Purchaser from and against:
(a) any and all Indebtedness existing at or arising after the Closing Date;
(b) any and all damage or deficiencies resulting from any misrepresentation, breach of warranty, or non-fulfillment of any covenant on the Vendor's part under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Purchaser; and
(c) any and all actions, suits, proceedings, demands, assessments, judgments, costs, and legal and other expenses incident to any of the foregoing.
Covenant of Indemnity. The Vendor will indemnify and hold harmless the Purchaser from and against:
(a) any and all liabilities, whether accrued, absolute, contingent or otherwise, existing at closing and which are not agreed to be assumed by the Purchaser under this Agreement;
(b) any and all damage or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfillment of any covenant on the part of the Vendor under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Purchaser under this Agreement; and
(c) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.
Covenant of Indemnity. Columbia will indemnify and hold harmless Origin from and against any damage, or loss arising from any misrepresentation, or non-fulfillment or breach of any covenant on the part of Columbia under this Agreement, or from any misrepresentation in, or omission from, any certificate, or other instrument furnished, or to be furnished, to Origin under this Agreement.
Covenant of Indemnity. The Vendor will indemnify and hold harmless the Purchaser from and against:
(a) any and all liabilities, whether accrued, absolute, contingent or otherwise, existing at closing and which are not agreed to be assumed by the Purchaser under this Agreement;
(b) any and all losses, claims, damages and costs incurred or suffered by the Purchaser arising out of the breach or inaccuracy of any representation or warranty of the Vendor contained in this Agreement; and
(c) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.
Covenant of Indemnity. The Purchaser shall indemnify and hold harmless the Vendor from and against:
(a) any and all damage or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfilment of any covenant on the part of the Purchaser under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Vendor under this Agreement; and
(b) any and all claims, actions, suits, demands, costs and legal and other expenses incident to any of the foregoing.
Covenant of Indemnity. Sonic will indemnify and hold harmless Quantum from and against:
(a) any and all damage or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfilment of any covenant on the part of Sonic under this Agreement furnished or to be furnished to Quantum under this Agreement; and
(b) any and all claims, actions, suits, demands, proceedings, assessments, judgments, costs and legal and other expenses incident to any of the foregoing. Private and Confidential – Not for Distribution Sonic Quantum
Covenant of Indemnity. PPM & PPMH will indemnify and hold Ninn harmless from and against:
(a) any and all liabilities, whether accrued, absolute, contingent or otherwise, existing at the Closing Date relating to the Assets transferred to Ninn which are not agreed to be assumed by Ninn under this Agreement; (b) any and all losses, claims, damages and costs incurred or suffered by Ninn arising out of any breach or inaccuracy of any representation, warranty or covenant of PPM & PPMH contained in this Agreement; and (c) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.
Covenant of Indemnity. The Vendor and the Covenantors will jointly and severally indemnify and hold harmless the Purchaser from and against:
(a) any and all liabilities, whether accrued, absolute, contingent or otherwise, existing at closing and which are not agreed to be assumed by the Purchaser under this Agreement;
(b) any and all damage or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfillment of any covenant on the part of the Vendor under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Purchaser under this Agreement; and
(c) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.
Covenant of Indemnity. Nifco will indemnify and hold harmless Columbia from and against any damage, or loss arising from any misrepresentation, or non-fulfillment or breach of any covenant, on the part of Nifco under this Agreement, or from any misrepresentation in, or omission from, any certificate, or other instrument, furnished, or to be furnished, to Columbia under this Agreement, and will indemnify, hold harmless, defend and bear all reasonable costs of defending Columbia, together with its successors or assigns, from against or in respect of any and all damage, loss, deficiency, expense (including but not limited to any reasonable legal costs or expenses), action, suit, proceedings, demand, assessment, or judgment to or against Columbia arising out of or in connection with or caused by:
(i) any debt, obligation or liability of Nifco which was not expressly assumed by Columbia under the Software Acquisition Agreements;
(ii) any claim for products liability asserted against Columbia for or with respect to products sold or distributed by Nifco;
(iii) any claim for warrant, product support, product maintenance, software development, or with respect to the condition of products sold or distributed by Nifco not expressly assumed by Columbia as provided in the Software Acquisition Agreements; and
(iv) any claim for breach of the covenants, warranties and representations of Nifco set forth in Part ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (x) of the Software Acquisition Agreement made as of the 18th day of November, 1994 between Columbia and Nifco.
Covenant of Indemnity. The Seller and the Target will, jointly and severally, indemnify and hold harmless the Buyer from and against:
i) any liability, whether accrued, absolute, contingent, or otherwise, existing at the Closing Time, and which is not agreed to be assumed by the Buyer under this Agreement;
ii) any damage, or loss arising from any misrepresentation, or non-fulfilment of any covenant, on the part of the Seller or the Target under this Agreement, or from any misrepresentation in, or omission from, any certificate, or other instrument, furnished, or to be furnished, to the Buyer under this Agreement; and
iii) any action, suit, proceeding, claim, costs, legal expenses (on a solicitor and own client basis), and any other expense, incidental to any of the liability, damage or loss referred to in paragraph 8.1(g)(i) and paragraph 8.1(g)(ii).