Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Buyer’s Indemnification of Seller. Buyer shall indemnify and hold harmless Seller against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store following the Closing Date.
Buyer’s Indemnification of Seller. Subject to Section 15.4, from and after the Closing, Buyer shall indemnify, defend, and hold harmless Seller from and against all Liabilities asserted against, resulting to, imposed upon, or incurred by Seller to the extent resulting from or related to any (a) misrepresentation or breach of any of Buyer’s or TCI’s representations or warranties contained in Article XIII of this Agreement or elsewhere in this Agreement or in any document or instrument delivered by Buyer or TCI to Seller or any Unit Recipient at the Closing, (b) breach by Buyer, TCI or any Permitted Title Nominee of, or a default by Buyer, TCI or any Permitted Title Nominee under, any of the provisions of this Agreement or any other document or instrument delivered by Buyer, TCI or any Permitted Title Nominee at the Closing; (c) any third-party claims or actions asserted or brought against Seller based upon any breach or alleged breach by Buyer or a Permitted Title Nominee of, or a default or alleged default by Buyer or a Permitted Title Nominee under, the GHM Ground Lease, the Tenant Leases, the Xxxxxxx’x XXX, the Redevelopment Agreements, the Personal Property Leases, the Service Contracts, the First Mortgage Loan Documents, the Loan Assumption Documents or any other agreement related to the Developments occurring after the Closing or any other liabilities under the GHM Ground Lease, the Tenant Leases, the Xxxxxxx’x XXX, the Redevelopment Agreements, the Personal Property Leases, the Service Contracts, the First Mortgage Loan Documents, the Loan Assumption Documents or any other agreement related to the Developments arising out of acts or omissions of Buyer or any Permitted Title Nominee occurring after the Closing; (d) any third-party claims or actions for property damage or personal injury, or any other third party tort claims, asserted or brought against Seller based upon Buyer’s, any Permitted Title Nominee’s or any property manager’s acts or omissions relating to the Property, which acts or omissions occurred after the Closing; or (e) any breach by Buyer of, or a default by Buyer under, any obligation of Buyer under this Agreement related to the Exchange Units or the Installment Notes. Notwithstanding the foregoing, no claim may be asserted or suit instituted seeking indemnification (i) pursuant to this Section 15.3, with respect to any indirect, consequential, exemplary, incidental punitive or special damages suffered by Seller or any Unit Holder, (ii) pursuant to clauses (a) through ...
Buyer’s Indemnification of Seller. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against all costs, expenses, liabilities, demands, claims and damages (and any loss or expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and disbursements, asserted against, resulting from, imposed upon or incurred by Seller as a result thereof) by reason of or resulting from (a) any breach of any representation or warranty contained in this Agreement or in any document or instrument delivered pursuant hereto by Buyer; (b) any breach by Buyer of or a default by Buyer of or a default by Buyer under the terms and conditions of this Agreement or any other document executed and delivered by Buyer pursuant hereto; (c) any third-party claim relating to the Property that arises, takes place, occurs or accrues from and after the Closing Date; (d) any breach or alleged breach of any of the Leases, the REA's or the Contracts by Buyer with respect to any period on or after the Closing Date; (e) any obligation owed by Buyer under or relating to any of the Leases (including, without limitation, leasing commissions or fees, excluding all of Seller's obligations under Article 13), the REA's or the Contracts accruing subsequent to the assignment thereof to Buyer; and (f) any refunds due tenants with respect to periods from and after the Closing Date for common area maintenance, real estate tax or insurance
Buyer’s Indemnification of Seller. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any damages (including without limitation, reasonable attorney's fees and costs) arising from or in connection with:
Section 9.3.1 any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement not cured by Buyer within 30 days after written notice from Seller;
Section 9.3.2 any material breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement not cured by Buyer within 30 days after written notice from Seller;
Section 9.3.3 any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Buyer (or any person acting on Buyer's behalf) in connection with this transactions.
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and Buyer shall indemnify, release save and hold harmless Seller, its officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) any matter for which Buyer has agreed to indemnify Seller under this Agreement, (ii) any breach of representations, warranties, covenants, or agreements by Buyer under this Agreement which are not waived or deemed waived under Section 12.1, Section 5.8 and Section 8.1 of this Agreement or this Article XI of this Agreement, and (iii) the Assumed Obligations. The Buyer’s obligations under this Section 11.2(b) are limited as provided in Section 11.3.
Buyer’s Indemnification of Seller. From and after Closing, Buyer shall defend, indemnify, save, and hold harmless the Seller Group from and against all Losses to the extent caused by, arising out of, or resulting from:
(1) the Assumed Liabilities;
(2) Buyer Taxes;
(3) any matter for which Buyer has agreed to indemnify Seller under this Agreement or in any Transaction Document;
(4) any breach of or inaccuracy in any representations or warranties made by Buyer in this Agreement or in any Transaction Document; and
(5) any breach or non-fulfillment of any covenants or agreements of Buyer under this Agreement or in any Transaction Document. The indemnification obligations described in this Section 14.3(a) apply to the Losses described in such provisions EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF THE OTHER PARTY OR ANY INDEMNIFIED PARTIES BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.
Buyer’s Indemnification of Seller. Subject to: (i) Seller’s warranty obligations in Section 12; (ii) Seller’s infringement obligations in Section 13; and (iii) Seller’s indemnification obligations in Section 14; Buyer will defend, indemnify and hold harmless, at its own cost, Seller and its Affiliates and their respective employees, directors, officers, agents and permitted assigns from and against any and all other Losses incurred in connection with any third party Claim, whether actual or threatened, regardless of cause including but not limited to: (i) defects in the design; claims that Product or Finished Device infringes a third party’s intellectual property; (ii) omissions by Buyer in inspecting, marketing, or distributing Buyer’s final products; and/or (iii) Buyer’s negligence or willful misconduct.
Buyer’s Indemnification of Seller. Buyer shall indemnify and hold harmless Seller from and against any and all claims, actions, damages, arbitration fees and expenses, costs, attorney’s fees and other liabilities incurred by Seller arising from or in connections with:
(a) Any material breach of any representation, warranty, obligation or covenant made by Buyer in this Agreement (it being agreed that any breach of any payment obligation shall be deemed material);
(b) Any act or omission by Buyer in connection with directors, officers, agents or employees in connection with the conduct of the business of Public Company that Buyer seeks for Public Company to add between execution of the Agreement and Closing.
Buyer’s Indemnification of Seller. Notwithstanding --------------------------------- anything in this Agreement to the contrary, Buyer shall indemnify, defend, protect and hold harmless, Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to any breach of any covenant or warranty, or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement.
