Obligation of the Purchaser to Indemnify Clause Samples
The "Obligation of the Purchaser to Indemnify" clause requires the purchaser to compensate or protect the seller against certain losses, damages, or liabilities that may arise in connection with the transaction. Typically, this obligation covers situations where the purchaser's actions, breaches of contract, or violations of law result in claims or expenses for the seller. For example, if the purchaser fails to obtain necessary permits and the seller is sued as a result, the purchaser would be responsible for covering the seller's costs. The core function of this clause is to allocate risk by ensuring the seller is not financially harmed by issues attributable to the purchaser's conduct or responsibilities.
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 8.6.3 hereof, the Purchaser hereby agrees to indemnify the Company and each of its directors and officers (individually a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) against, and to protect, save and keep harmless the Company Indemnified Parties from, and to pay on behalf of or reimburse the Company Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Company Indemnified Parties as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Company Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; (c) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement; or (d) any liability or obligation or any assertion against any Company Indemnified Party arising out of or relating, directly or indirectly, to any Assumed Liability.
Obligation of the Purchaser to Indemnify. The Purchaser agrees to indemnify, defend and hold harmless the Sellers from and against all Losses based upon or arising out of (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Purchaser contained in this Agreement or in any document or other instrument delivered hereunder, and (ii) the Assumed Liabilities.
Obligation of the Purchaser to Indemnify. Subject to the ---------------------------------------- limitations set forth in Section 8.5.3 hereof, the Purchaser hereby agrees to indemnify the Stockholder and its affiliates, shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Stockholder and their affiliates (individually a "Stockholder Indemnified Party" and collectively, the "Stockholder Indemnified Parties") against, and to protect, save and keep harmless the Stockholder Indemnified Parties from and to pay on behalf of or reimburse in United States dollars the Stockholder Indemnified Parties as and when actually incurred for any and all Losses that may be imposed on or incurred by any Stockholder Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; or (b) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement. For purpose of clarification, the parties agree that new business opportunities unable to be pursued or exploited by a Stockholder Indemnified Party as a consequence of the matters set forth in clauses (a) and (b) of this Section 8.3 shall not be considered a Loss hereunder.
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 8.6.3 hereof, the Purchaser hereby agrees to indemnify the Stockholder against, and to protect, save and keep harmless the Stockholder from, and to pay on behalf of or reimburse the Stockholder as and when incurred for, any and all Losses that may be imposed on or incurred by the Stockholder as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; or (b) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement.
Obligation of the Purchaser to Indemnify. The Purchaser hereby agrees to indemnify and hold harmless the Company from any and all losses, damages and expenses (including reasonable attorneys' fees) that may be imposed on or incurred by the Company as a consequence of or in connection with (i) any inaccuracy or breach of any representation or warranty contained in Article III hereof and (ii) any breach of or failure by the Purchaser to comply with or perform any of its agreements contained in this Agreement.
Obligation of the Purchaser to Indemnify. 7.3.1 Subject to the limitations set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Newport (together with its affiliates, partners, officers, directors, employees, agents, representatives, successors and permitted assigns, collectively, the "Newport Indemnified Parties"), Communications Holdco, Kenna Holdco and the Kenna Principals (individually a "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties") against, and to protect, save and keep harmless the Seller Indemnified Parties from, and to pay on behalf of or reimburse the Seller Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Seller Indemnified Parties as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof; or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Seller Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of the Purchaser contained in Article IV hereof; or (c) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement.
7.3.2 The Purchaser shall indemnify the Newport Indemnified Parties against, and protect, save and keep harmless the Newport Indemnified Parties from, any Taxes (within the meaning of Section 3.2.14 hereof) incurred by the Newport Indemnified Parties solely as a result of the Reorganization (including any of the individual transactions forming part thereof), without duplication, in an aggregate amount not to exceed $1 million (the "Newport Reorganization Indemnity"). For greater certainty, the Newport Reorganization Indemnity shall exclude any Taxes which would, but for the Reorganization, have been incurred by Newport in connection with the sale of its partnership interest in Capital CEK LP or Cap C LP. Notwithstanding anything to the contrary, the Purchaser shall not indemnify the Newport Indemnified Parties in respect of any Taxes imposed on Newport which were existing liabilities of Capital CEK LP or its affiliates at the time of, or arising in connection with...
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 10.6.2 below, the Purchaser hereby agrees to indemnify the Seller and its Affiliates, and their respective shareholders, officers, directors, employees, agents, representatives, successors and permitted assignees (individually, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) against, and to protect, save and keep harmless the Seller Indemnified Parties from and to pay on behalf of or reimburse the Seller Indemnified Parties as and when incurred for any and all Losses that are imposed on or incurred by any Seller Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof or in any other Transaction Document (b) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant of the Purchaser in this Agreement; or (c) any liability or obligation or any assertion against any Seller Indemnified Party based on, arising out of or relating to any Assumed Liability.
Obligation of the Purchaser to Indemnify. The Purchaser agrees to pay promptly and to indemnify and hold harmless the Seller from and against, and to reimburse each Indemnified Party with respect to any Claims at any time and from time to time asserted against or incurred by any such Indemnified Party insofar as such Claims arise out of or relate to any breach of any representation or warranty or any covenant or agreement of the Purchaser contained in this Agreement.
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 10.5 hereof, the Purchaser hereby agrees to indemnify, defend and hold harmless the Seller (and its shareholders, directors, officers, employees, affiliates, successors, assigns and Representatives) (and, in the event this Agreement is terminated prior to the Closing, also the Company and its directors, officers, employees, affiliates and Representatives) from and against any Losses suffered or incurred by the Seller or any of the foregoing persons arising out of (i) any breach of the representations and warranties of the Purchaser or of the covenants and agreements of the Purchaser contained in this Agreement or in the Schedules hereto or any Transaction Documents, or (ii) the operation or ownership of the Business from and after the Closing; except that the Purchaser shall have no obligation under this Section to the Seller (and the Company if applicable) with respect to Losses arising from the gross negligence or willful misconduct of the Seller or the Companies and their respective officers, directors, employees or Representatives.
Obligation of the Purchaser to Indemnify. Subject to the limitations contained in this Article XI, the Purchaser agrees to indemnify, defend and hold harmless the Sellers and their respective directors, officers, employees, shareholders, Affiliates (other than, to the extent applicable, the Company or any of its Subsidiaries), successors and assigns (collectively, the "INDEMNIFIED SELLER PARTIES") from and against all Losses based upon, arising from or relating to:
(a) any breach of any representation, warranty, covenant or agreement of the Purchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to Article IX, as of the date such representation or warranty was made or as if such representation or warranty were made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the breach of which will be determined with reference to such specified date);
(b) any breach of any covenant or agreement of the Purchaser contained in this Agreement; or
(c) enforcing the indemnification provided for in this Section 11.4, but only if a court of competent jurisdiction determines in a final, non-appealable judgment that such Indemnified Seller Party is entitled to indemnification under Sections 11.4(a), (b) or (c), as applicable.