Indemnities and Additional Covenants Sample Clauses

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. 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 8.1 Seller's Indemnity..............................

Indemnities and Additional Covenants. 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 8.02 and 8.03 hereof with respect to such representation, warranty or covenant. Buyer acknowledges that Sellers 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. Section 8.1. Seller’s Indemnity. Section 8.2. Buyer’s Indemnity. Section 8.3. Arbitration of Indemnity Claims. Section 8.4. Bulk Sales Compliance.

Indemnities and Additional Covenants. Section 8.1. Parent’s and Seller’s Indemnity.

Indemnities and Additional Covenants. 13 Section 7.01. Survival...............................................13 Section 7.02. The Goldman Entities'Indemnity.........................13 Section 7.03. ▇▇▇▇'▇ Indemnity.......................................15 Section 7.04. Sole and Exclusive Remedy..............................17 Section 7.05. Further Assurances.....................................17 Section 7.06. Mutual Release.........................................18 Section 7.07. Termination of Transaction Documents...................19 ARTICLE VIII MISCELLANEOUS..................................................19

Indemnities and Additional Covenants. Section 8.1.

Indemnities and Additional Covenants