Common use of Buyer Indemnification Clause in Contracts

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 agrees to will indemnify Seller Seller, each of its officers and PDK and their respective officers, directors, employees partners, members and representatives each person controlling Seller within the meaning of Section 15 of the 1933 Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the "Seller Indemnitees") and hold them harmless against foregoing incurred in settlement of any Loss which any Seller Indemnitee may sufferlitigation, sustain commenced or become subject tothreatened, as the result arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the breach statements therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation by Buyer of the 1933 Act, the 1934 Act, state securities laws or any representation, warranty, covenant rule or agreement made by Buyer contained in this Agreement or in any writing delivered by regulation promulgated under such laws applicable to Buyer in connection with this Agreement (without taking into account any disclosures made by such registration, and in each case, Buyer pursuant to Section 6.7 hereof)will reimburse Seller, (ii) each of its officers and directors, partners, members and each person controlling Seller, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or 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, provided that Buyer will not be liable with respect to in 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 case to the extent that any such Losses exceed claim, loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to Buyer by an instrument duly executed by Seller or controlling person, and stated to be specifically for use therein, (B) the use by Seller of an outdated or defective prospectus after Buyer has notified Seller in writing that the prospectus is outdated or defective or (C) Seller’s failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the 1933 Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such amountperson if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 7.09(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed).

Buyer Indemnification. (a) Buyer agrees to will indemnify Seller and PDK and their respective officershold harmless Seller, its affiliates, partners, directors, employees officers, stockholders, members, representatives, advisors, agents, successors and representatives assigns (collectively, the "Seller Indemnitees") from and hold them harmless against pay any Loss which any Seller Indemnitee may sufferand all Damages, sustain directly or become subject indirectly, ------------------ resulting from, relating to, as arising out of, or attributable to any one of the result of following: (i) the any breach of any representation or warranty Buyer has made in this Agreement, (ii) any breach by Buyer of any representation, warranty, covenant or agreement made by obligation of Buyer contained in this Agreement Agreement, and (iii) cleanup, remediation or removal of Hazardous Substances or other environmental conditions on the Property to the extent (A) required by law and (B) not existing on the Property until after the Closing Date. The term "Damages" as used in any writing delivered this Section 5.7 is not limited to matters --- asserted by Buyer third parties against Seller, but includes Damages incurred or sustained by Seller 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 the absence of third party Claims. (including governmental agenciesb) against or affecting If any third party Claim is commenced in which any Seller Indemnitee which, if successful, would is a party that may give rise to or evidence the existence a Claim for indemnification against Buyer hereunder (a "Seller Indemnification Claim") then such Seller ------------------------------- Indemnitee will promptly give notice to Buyer of or relate such Claim. Failure to a breach notify Buyer of any of the representations, warranties, covenants or agreements of Buyer, (iii) any claims of any brokers or finders claiming by, through or under such Claim will not relieve Buyer or (iv) the assertion against any Seller Indemnitee of any liability or claim that Buyer may have to the Seller Indemnitee, except to the extent the defense of such Claim is materially and irrevocably prejudiced by the Seller Indemnitee's failure to give such notice. Buyer will have the right to defend against any an Seller Indemnification Claim, at its own expense, with counsel of its choice satisfactory to the Seller Indemnitee relating to any Assumed Liability. With respect to any claim or claims for breaches if (i) within fifteen (15) days following the receipt of representations and warranties contained in Article 6 hereofnotice of the Seller Indemnification Claim, 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 notifies the first anniversary of the Closing Date, it being understood Seller Indemnitee in writing 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 the Seller Indemnitee from and against the entirety of any Damages such Losses by reason of all such breaches (Seller Indemnitee may suffer resulting from, relating to, arising out of, or alleged breaches) until attributable to the Seller Indemnitees have suffered Losses by reason Indemnification Claim; (ii) the Seller Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief and (iii) Buyer continuously conducts the defense of all such breaches the Seller Indemnification Claim actively and diligently. So long as Buyer is conducting the defense of the Seller Indemnification Claim in accordance with this Section 5.7(b), (i) Seller ------ Indemnitee may retain separate co-counsel at its own cost and expense and participate in the defense of the Seller Indemnification Claim, (ii) Seller Indemnitee will not consent to any settlement or alleged breaches) in excess the entry of $50,000, and then only any Order with respect to the extent that such Losses exceed such amountSeller Indemnification Claim without the prior written consent of Buyer (not to be withheld unreasonably) and (iii) Buyer will not consent to any settlement or the entry of any Order with respect to the Seller Indemnification Claim without the prior written consent of the Seller Indemnitee (not to be withheld unreasonably).

Buyer Indemnification. Buyer hereby agrees to indemnify indemnify, defend and hold Seller and PDK its parent, affiliates, subsidiaries, lender(s), successors and assigns and each of their respective officersowners, members, shareholders, partners, directors, officers, managers, employees and representatives agents (collectively, the "“Seller Indemnitees"”) harmless from and against any and all losses, actions, suits, claims, demands, judgments, liabilities, damages, penalties, costs (including without limitation court costs and costs of appeal) and hold them harmless against any Loss which any Seller Indemnitee may suffer, sustain or become subject expenses (including without limitation reasonable attorneys’ fees and costs and fees and costs of expert witnesses and consultants) incident to, as the result resulting from, or in any way arising out of or in connection with (i) any tort claim or breach of contract claim or other claim for money due and owing in connection with the ownership or operation of any of the Assets from and after the Closing; and/or (ii) any breach or default by Buyer of any representation, warranty, covenant or agreement made by of Buyer contained in this Agreement or in any writing delivered by Buyer other documents executed in connection with this Agreement herewith; and/or (without taking into account any disclosures made by Buyer pursuant to Section 6.7 hereof)iii) the Buyer’s ownership, (ii) any actionpossession, demand, proceeding, investigation use 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 occupancy 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 Assets from and after Closing; and/or (iv) investigating, preparing or defending any litigation or proceeding (commenced or threatened) incident to 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 enforcement 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 resolvedBuyer’s indemnification obligations hereunder. Notwithstanding the foregoing, any breaches or alleged breaches the Buyer and Seller acknowledge and agree that certain rights and obligations under this Agreement are to be assigned to LGO pursuant to the LGO Assignment and Assumption Agreement (as hereinafter defined); that the Buyer’s obligations under this Section 12(b) shall not apply to such rights and obligations; and Seller shall look solely to LGO for indemnification in connection with the rights and obligations assigned to LGO (as set forth more fully in the LGO Assignment and Assumption Agreement). The obligations of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in Buyer under this Article 8, Section 12 (b) 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 amountClosing.

Buyer Indemnification. Buyer hereby agrees to indemnify indemnify, defend and hold Seller and PDK its parent, affiliates, subsidiaries, lender(s), successors and assigns and each of their respective officersowners, members, shareholders, partners, directors, officers, managers, employees and representatives agents (collectively, the "“Seller Indemnitees"”) harmless from and against any and all losses, actions, suits, claims, demands, judgments, liabilities, damages, penalties, costs (including without limitation court costs and costs of appeal) and hold them harmless against any Loss which any Seller Indemnitee may suffer, sustain or become subject expenses (including without limitation reasonable attorneys’ fees and costs and fees and costs of expert witnesses and consultants) incident to, as the result resulting from, or in any way arising out of or in connection with (i) any tort claim or breach of contract claim or other claim for money due and owing in connection with the ownership or operation of any of the Assets from and after the Closing; and/or (ii) any breach or default by Buyer of any representation, warranty, covenant or agreement made by of Buyer contained in this Agreement or in any writing delivered by Buyer other documents executed in connection with this Agreement herewith; and/or (without taking into account any disclosures made by Buyer pursuant to Section 6.7 hereof)iii) the Buyer’s ownership, (ii) any actionpossession, demand, proceeding, investigation use 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 occupancy 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 Assets from and after Closing; and/or (iv) investigating, preparing or defending any litigation or proceeding (commenced or threatened) incident to 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 enforcement 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 resolvedBuyer’s indemnification obligations hereunder. Notwithstanding the foregoing, any breaches or alleged breaches the Buyer and Seller acknowledge and agree that certain rights and obligations under this Agreement are to be assigned to LGO pursuant to the LGO Assignment and Assumption Agreement (as hereinafter defined); that the Buyer’s obligations under this Section 12(b) shall not apply to such rights and obligations; and Seller shall look solely to LGO for indemnification in connection with the rights and obligations assigned to LGO (as set forth more fully in the LGO Assignment and Assumption Agreement). The obligations of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in Buyer under this Article 8, Section 12(b) 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 amountClosing.