Buyer Indemnification. Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.
Buyer Indemnification. BUYER HEREBY INDEMNIFIES AND SHALL DEFEND AND HOLD SELLER, AFFILIATES THEREOF, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS, AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL OF THE FOLLOWING CLAIMS ARISING FROM BUYER'S INSPECTING AND OBSERVING THE PROPERTIES: (I) CLAIMS FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES OF BUYER, ITS CONTRACTORS, AGENTS, CONSULTANTS, AND REPRESENTATIVES, AND DAMAGE TO THE PROPERTY OF BUYER OR OTHERS ACTING ON BEHALF OF BUYER, EXCEPT FOR INJURIES OR DEATH CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, AFFILIATES THEREOF OR ITS OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, CONSULTANTS, OR REPRESENTATIVES; AND (II) CLAIMS FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES OF SELLER OR THIRD PARTIES, AND DAMAGE TO THE PROPERTY OF SELLER OR THIRD PARTIES, TO THE EXTENT CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF BUYER. TO THE EXTENT PROVIDED ABOVE, THE FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO INCLUDE, AN INDEMNIFICATION OF THE INDEMNIFIED PARTIES FROM AND AGAINST CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE PROPERTY OR THE SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. THE PARTIES HERETO AGREE THAT THE FOREGOING COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.
Buyer Indemnification. In addition to the indemnity provided by the Supplier in Section 2.6(c), the Supplier shall indemnify, defend and hold the Buyer, the System Operator, the Government of Ontario, the members of the Government of Ontario’s Executive Council, and their respective Affiliates, and each of the foregoing Persons’ respective directors, officers, employees, shareholders, advisors, and agents (including contractors and their employees) (collectively, the “Indemnitees”) harmless from and against any and all claims, demands, suits, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest thereon (including the costs and expenses of, and accrued interest on, any and all actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and reasonable lawyers’ fees and reasonable disbursements in connection therewith) (each, an “Indemnifiable Loss”), asserted against or suffered by the Indemnitees relating to, in connection with, resulting from, or arising out of:
(a) any occurrence or event relating to the Facility, except to the extent that any injury or damage is attributable to the negligence or wilful misconduct of the Indemnitees or the failure of the Indemnitees to comply with Laws and Regulations; or
(b) any breach by the Supplier of any representations, warranties, and covenants contained in this Agreement, except to the extent that any injury or damage is attributable to the negligence or wilful misconduct of the Indemnitees. For greater certainty, in the event of contributory negligence or other fault of the Indemnitees, then such Indemnitees shall not be indemnified hereunder in the proportion that the Indemnitees’ negligence or other fault contributed to any Indemnifiable Loss.
Buyer Indemnification. (a) Subject to the limitations set forth in this ARTICLE 8, and as otherwise expressly set forth herein, Buyer hereby agrees to indemnify Seller and Seller’s Subsidiaries, Affiliates and Representatives (the “Seller Indemnified Parties”), against and agrees to hold the Seller Indemnified Parties harmless from any Loss incurred or suffered by the Seller Indemnified Parties (regardless of whether or not such Losses relate to any Third Party Claim) arising out of or related to:
(i) a Warranty Breach or Covenant Breach by Buyer;
(ii) any Taxes of GPAA or LDMA (or any Subsidiary of either), or any Taxes of Buyer levied with respect to GPAA and LDMA, attributable to Tax periods (or portions of Tax periods) ending after the Closing Date and any other Taxes (including any and all income Taxes and Taxes in the nature of income Taxes) of Buyer (and any Subsidiaries of Buyer other than GPAA or LDMA or their Subsidiaries) for any Tax periods; and
(iii) the Assumed Liabilities.
(b) Notwithstanding anything herein to the contrary and subject to the limitations set forth in this ARTICLE 8, Buyer shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the aggregate amount of Losses incurred by the Seller Indemnified Parties due to a Warranty Breach or Covenant Breach by Buyer exceeds $25,000.
(c) Except as expressly provided in the next sentence of this Section 8.2(c), notwithstanding anything herein to the contrary, in no event shall Buyer’s liability for Losses (including Buyer’s reasonable costs of defending a Third Party Claim pursuant to Section 8.4) under Section 8.2(a) exceed, individually or in the aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000). The provisions of this Section 8.2(c) shall not apply to indemnification obligations arising out of, relating to or resulting from fraud on the part of Buyer.
Buyer Indemnification. Subject to the terms and conditions of this Article IX, the Buyer agrees to indemnify and hold harmless the Sellers, their officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") from and against Losses imposed upon or incurred by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 is hereinafter referred to individually as a "Sellers Claim" and collectively as the "Sellers Claims".
Buyer Indemnification. Buyer agrees to indemnify Seller and PDK and their respective officers, directors, employees and representatives (the "Seller Indemnitees") and hold them harmless against any Loss which any Seller Indemnitee may suffer, sustain or become subject to, as the result of (i) the breach by Buyer of any representation, warranty, covenant or agreement made by Buyer contained in this Agreement or in any writing delivered by Buyer in connection with this Agreement (without taking into account any disclosures made by Buyer pursuant to Section 6.7 hereof), (ii) any action, demand, proceeding, investigation or claim by a third party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of Buyer, (iii) any claims of any brokers or finders claiming by, through or under Buyer or (iv) the assertion against any Seller Indemnitee of any liability or claim against any Seller Indemnitee relating to any Assumed Liability. With respect to any claim or claims for breaches of representations and warranties contained in Article 6 hereof, Buyer will not be liable with respect to any such claim unless written notice of a possible claim for indemnification with respect to such breach or alleged breach is given by PDK to Buyer on or before the first anniversary of the Closing Date, it being understood that so long as such written notice is given on or prior to such date, such representations and warranties shall continue to survive until such matter is resolved. Notwithstanding the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in this Article 8, shall survive the Closing and will not be subject to any time limitations. With respect to claim or claims for breaches or alleged breaches of representations and warranties contained in Article 6 hereof, Buyer will not have any obligation to indemnify any Seller Indemnitee from and against such Losses by reason of all such breaches (or alleged breaches) until the Seller Indemnitees have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $50,000, and then only to the extent that such Losses exceed such amount.
Buyer Indemnification. Buyer hereby agrees to indemnify and hold Seller and each of its Affiliates, and the officers, directors, employees and agents thereof, harmless from and against any and all Losses arising out of, based upon, attributable to or resulting from any breach of any representation, warranty, agreement or covenant on the part of Buyer contained in or made pursuant to this Agreement or any certificate delivered pursuant to Section 9.4 of this Agreement.
Buyer Indemnification. Notwithstanding any provision to the contrary in this Agreement, in no event shall Seller be liable for any loss, damage or product failure attributable to any service, product, or actions of any person other than Seller, its employees and duly authorized agents. Seller shall not be liable for and Buyer shall, subject to the limitation of liability governing this Agreement, indemnify Seller against all third party claims and liability required to be paid by Seller to the extent arising out (i) Buyer’s specifications or instructions,
Buyer Indemnification. Buyer agrees to defend, indemnify and hold Seller, its Affiliates and all of their respective parents, Affiliates, subsidiaries, officers, directors, employees, agents, assignees and successors (collectively, the “Seller Indemnified Parties”) harmless at all times from and against and in respect of any and all Losses which any Seller Indemnified Party may suffer or incur either directly or in connection with any claims, demands, actions, causes of action, liabilities, suits, proceedings, investigations, inquiries, injunctions or regulatory actions by a Third Party to the extent such Losses arise from or are based upon a breach by Buyer of any of its representations, agreements, covenants or obligations contained in or made pursuant to this Agreement; provided however, Buyer shall not be required to indemnify any Seller Indemnified Party to the extent such Losses arise from (i) a reckless act of such Seller Indemnified Party, (ii) the negligence or willful misconduct of Seller or its Affiliates or any of their respective employees, agents, contractors or consultants, or (iii) a breach of this Agreement by Seller or its Affiliates.
Buyer Indemnification. The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Persons, and each of them, from and against any and all Losses resulting from Buyer Indemnification Events.
