Buyer Indemnities. To the fullest extent permitted by Applicable Law and subject to Section 14(d) and Section 16, Buyer will defend, indemnify and hold harmless Seller, its Affiliates, and their respective present, former, and future directors, officers, other employees, agents, each of their successors, and assigns, and the heirs, executors, administrators of each of the foregoing that are natural persons (together, the “Seller Indemnified Persons”), against all damages, losses, costs, expenses (including attorneys’ fees, costs and expenses) and other liabilities arising out of or in connection with all Buyer Claims. “Buyer Claims” means all claims, demands, suits, and causes of action by third parties (other than Seller and its Affiliates) arising out of or in connection with this Agreement (including claims of negligence by the Personnel of Buyer or its Affiliates) that result, or are claimed to result, from (i) the use of any Seller Xxxx by Buyer, its Affiliates, or its Franchisees that is not accordance with the terms of this Agreement or the violation by Buyer, its Affiliates, or any of their Personnel of any intellectual property right of another, (ii) Buyer’s display, sale, assembly, installation, service, or repair, or installation of any Product (excluding claims, demands, suits, and causes of action arising out of or in connection with services to be performed by Seller for Buyer in accordance with the terms and conditions of the Services Agreement and all other services that are performed for Buyer by Seller or its Affiliates), (iii) the failure by Buyer or its Affiliates to perform their obligations in this Agreement in accordance with their terms, or (iv) any other act or omission of Buyer or its Affiliates. “Claims” means the Seller Claims and the Buyer Claims together.
Buyer Indemnities. Buyer shall release, defend, and indemnify Seller’s Group from and against any and all Claims, REGARDLESS OF FAULT, for any (1) damage or casualty to the property of any member of Buyer Group; and (2) injury to or illness or death of any member of Buyer Group.
Buyer Indemnities. Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, and agents against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys fees, that Seller, or its officers, directors, or agents shall incur or suffer, which arise, result from or relate to any breach of, or failure by Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Buyer under this Agreement. Notwithstanding any other provision of this Agreement, Buyer shall not be liable to Seller, or its officers, directors, or agents on any warranty, representation or covenant made by Buyer in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $10,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $10,000 each reaches $10,000, Buyer shall thereafter be liable in full for all such breaches and indemnities, and regarding all those claims, losses, expenses, obligations, and liabilities.
Buyer Indemnities. Subject to the provisions of this Section 7, from and after the Closing, the Buyer shall indemnify, defend and hold harmless each Seller Indemnified Party from and against any Losses such Seller Indemnified Party shall suffer resulting from (A) the breach of any representation or warranty made by the Buyer in this Agreement or in any Ancillary Certificate, (B) the breach of any covenant or agreement with respect to obligations to be performed by the Buyer set forth in this Agreement, and (C) the operation of the Business after the Closing Date, (D) any Taxes in respect of the Business being purchased hereunder or the Purchased Assets with respect to any period after the Closing and (E) any Assumed Liabilities.
Buyer Indemnities. The Buyer shall indemnify the Company from any liability that may arise for any breach by, or on behalf of the Buyer, to obtain every necessary authorisation.
Buyer Indemnities. 25.1 To the maximum extent permitted by Law, and without limiting any other provision of this Deed, any other Transaction Document or any deed or agreement of novation, assumption or assignment in connection with this Deed or any other Transaction Document, on and from Completion, the Buyer:
(a) shall assume responsibility for and fully satisfy all Assumed Liabilities;
(b) shall indemnify each Indemnified Party on demand (on a dollar for dollar basis) against all Liabilities arising (whether arising before, on or after the Completion Date and regardless of whether arising due to an Indemnified Party’s negligence or breach of duty (statutory or otherwise) and / or Seller Group Representatives) in connection with all Assumed Liabilities (including for any claims), except to the extent that any such Liability is actually recovered by the Indemnified Party under an insurance policy held by a Seller Group member as at the date of this Deed;
(c) releases the Indemnified Parties from all Liabilities which may arise or be incurred or sustained by the Buyer or any Buyer’s Affiliate or Buyer Group member from time to time or any of its or their officers, employees or agents and all claims which may be made against an Indemnified Party in relation to the Assumed Liabilities; and
(d) shall comply with, perform or otherwise satisfy all Assumed Liabilities, including all Environmental Obligations, including as requested by an Indemnified Party, provided that, without limiting Clause 27 and without double counting, the Seller undertakes to the Buyer that promptly following the receipt by any Indemnified Party of any proceeds under an insurance policy held by a Seller Group member as at the date of this Deed in respect of an Assumed Liability assumed by the Buyer pursuant to Clauses 25.1(a), 25.1(c) or (d) (an “Assumed Liability Insurance Amount”), it shall, within five Business Days of receipt, procure that an amount equal to such Assumed Liability Insurance Amount in full and without any set-off or deduction under this Deed, any other Transaction Document or otherwise is transferred to the Buyer’s Bank Account on a dollar for dollar basis but excluding any amounts identifiably taken into account in Cash, Debt or Working Capital for the purpose of determining the Completion Accounts.
25.2 The Seller holds on trust for each other Indemnified Party the benefit of Clause 25.1 to the extent that such provisions apply to those Indemnified Parties and, without derogating from ...
Buyer Indemnities. Subject to the provisions of this Section 7, from and after the Closing, the Buyer shall indemnify each Seller Indemnified Party from and against any Losses such Seller Indemnified Party shall suffer resulting from (A) the breach of any representation or warranty made by the Buyer in this Agreement and Ancillary Agreements or in any Ancillary Certificate, (B) the breach of any covenant or agreement with respect to obligations to be performed by the Buyer set forth in this Agreement, and (C) the breach of any covenant or agreement with respect to obligations to be performed by the Company following the Closing set forth in this Agreement and Ancillary Agreements (other than the Promissory Notes which shall solely be governed the terms thereof).
Buyer Indemnities. Buyer agrees to indemnify, release, defend and hold harmless Sellers, its officers, directors, employees, agents, representatives, affiliates, subsidiaries, successors and assigns From and against any and all Claims (as hereinafter defined) including, without limitation, damage to property, or injury to or death of persons attributable in whole or in part to conditions caused by, arising from, attributable to, or alleged to be caused by, arising from or attributable to: (I) the ownership and/or operation of the Property AFTER THE EFFECTIVE DATE, or (ii) the breach by Buyer of any of its representations, warranties, covenants or agreements hereunder. The term “Claims” as used in this Agreement shall mean all claims, liabilities, losses, damages, costs and expenses including without limitation attorney’s fees, fines and penalties.
Buyer Indemnities. Buyer shall indemnify, defend and hold harmless Seller and its respective Affiliates (the "SELLER INDEMNIFIED PARTIES") from, against and with respect to any Loss of any kind or character (except as set forth in Section 7.7(g)), arising out of or in any manner incident, relating or attributable to (a) any inaccuracy in any representation or breach of any warranty of Buyer contained in this Agreement, the Ancillary Agreements or in any certificate, instrument of transfer or other document or agreement executed by Buyer in connection with this Agreement or otherwise made or given in connection with this Agreement (together with this Agreement and the Ancillary Agreements, the "BUYER AGREEMENTS"), (b) any failure by Buyer to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by Buyer under any Buyer Agreements, (c) the enforcement of the rights of Seller under this Agreement (if Seller is deemed by the applicable court to be the prevailing party in any such enforcement or if any Losses are paid by Buyer under this Article 7 respecting such enforcement), or (d) any claim, demand or allegation by any third party relating to any of the foregoing.
Buyer Indemnities. Buyer shall indemnify, save harmless and defend Seller and its Subcontractors and their affiliates and each of their directors, officers, agents, employees, successors and assigns of each of them, (the "Seller Indemnified Parties"), from and against any and all Damages arising out of third-party claims associated with the performance by Buyer or Buyer Indemnified Parties of its or their obligations hereunder, including without limitation any damage to or destruction of property of, or death of or bodily injury to, any person, to the extent caused by Buyer's or Buyer Indemnified Party's wrongful or negligent acts or omissions, in the performance of Buyer's or Buyer Indemnified Party's obligations hereunder. Buyer's aforesaid indemnity is for the exclusive benefit of the Seller Indemnified Parties and in no event shall inure to the benefit of any other party except for permitted assignees.
