Common use of Buyer’s Indemnification of Seller Clause in Contracts

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 hereby agrees to shall indemnify, defend and hold Seller and its employees, representatives, officers, directors and agents, harmless from and against all costsany claims, expenseslosses, liabilitiesliability, demandsobligations, claims and lawsuits, deficiencies, damages or expense of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including (and any loss or expenses, including, without limitation, ) interest, penalties, attorneys’ fees, costs of investigation and reasonable attorneys' fees and disbursementsall amounts paid in defense or settlement of the foregoing, asserted against, resulting from, imposed upon suffered or incurred by Seller seller as a result thereofof the occurrence of any of the following: (i) the Assets were subject to any liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, which are being specifically assumed by reason of or resulting from Buyer hereunder; (aii) any a breach of any obligation, representation, warranty, covenant or agreement made by Buyer in this Agreement or any agreement referred to herein or because any representation or warranty by Buyer contained in this Agreement or herein, in any document furnished or instrument delivered required to be furnished pursuant hereto to this Agreement by BuyerBuyer to Seller or any of its representatives, or any documents furnished to Seller in connection with the Closing hereunder, shall be false in any material respect; (biii) any breach damage to the Assets by Buyer or its representatives, agents, vendors, consultants, contractors or other service providers during any inspections, investigations or activities by or on behalf of Buyer on, near, or related to the Assets, except to the extent that any such expense, loss or damage solely arises from Seller's (1) gross negligence or willful misconduct during any such entry or (2) the discovery of any pre-existing condition at the Facility; (iv) any litigation arising out of or a default by Buyer of based upon events or a default by Buyer under the terms and conditions of this Agreement operative facts occurring on or any other document executed and delivered by Buyer pursuant hereto; (c) any third-party claim relating subsequent to the Property that arises, takes place, occurs or accrues from and after the Closing Date, in connection with the Assets; and (dv) costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with any breach demand, action, suit, proceeding, assessment 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 judgment incident 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 insuranceforegoing.

Buyer’s Indemnification of Seller. To the maximum extent permitted by law, irrespective of the active or passive negligence of Seller, or any of Seller's agents, employees, officers, directors, partners, members, parents, shareholders, or attorneys (other than those parties against whom Seller expressly assigns recourse rights to Buyer pursuant to this Agreement) (collectively, the "Seller Indemnified Parties"). Buyer agrees to, and hereby does, indemnify and hold each of the Seller Indemnified Parties harmless, and agrees to indemnifydefend the Seller Indemnified Parties, defend and hold Seller harmless from and against any and all costs, expenses, liabilitiesclaims, demands, suits, actions, losses, damages, injuries, judgments, costs and expenses, including reasonable attorneys' fees and costs, including without limitation, future claims and damages by any parties, in any manner arising out of, caused by, or related to (and i) Buyer's or its agents' or employees' access or activities upon the Property, or any loss portion thereof, at any time, (ii) any actions or expensesactivities related to any marketing, sale or leasing of the Property, including without limitation, claims related to fraud and/or misrepresentation by Buyer or any agent, employee, or salesperson of Buyer; (iii) any work or improvements on the Property performed by any of the Seller Indemnified Parties or their respective agents, contractors or subcontractors prior to the Closing Date, 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 the construction of any representation buildings or warranty contained in this Agreement or in any document or instrument delivered pursuant hereto by Buyer; other Improvements on the Property, (biv) 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 assignment of any of the Leasesrecourse rights against any third parties, 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 any subcontractors, pursuant to the terms of this Agreement, or fees(v) events occurring on or related to the Property after the Closing Date. With respect to any commercial general liability insurance which Buyer procures which is intended to cover, excluding all among other things, the matters described in this Section, Buyer shall have Seller and each of Seller's members named as an "additional insured" on any and all such policies. The obligations under Article 13), in this Section shall be deemed reaffirmed by Buyer as of the REA's or the Contracts accruing subsequent to the assignment thereof to Buyer; Closing. Title and (f) any refunds due tenants with respect to periods from and after the Closing Date for common area maintenance, real estate tax or insuranceSurvey

Buyer’s Indemnification of Seller. Except as otherwise provided herein and subject to the provisions of this Section 15, from and after the Closing Date, Buyer hereby agrees to shall indemnify, defend defend, save and hold harmless, Seller, the other members of the BP Group, and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller harmless Indemnified Parties"), from and against any and all costsLosses of any kind which are caused by, expensesarise from, liabilitiesare incurred in connection with or relate in any way to: (i) the ownership of the Purchased Assets, demands, claims including the Refinery and damages (and any loss or expenses, including, without limitation, interest, penaltiesall of the other Purchased Assets, and reasonable attorneys' fees the operation of the Refinery on and disbursementsafter the Closing Date, asserted againstincluding those Losses arising under, resulting fromany foreign, imposed upon federal, state or incurred by Seller as a result thereoflocal laws or regulations, or any contract, warranty, tort or other theory of law; (ii) by reason Buyer's modification of any technology, software, know-how or proprietary information transferred or licensed to Buyer pursuant to the Technology Agreement; (A) Buyer's breach of or resulting from failure to perform any covenant or agreement in this Agreement requiring performance by Buyer on or after the Closing Date (aincluding any discontinuance, suspension or modification of any compensation or employee benefit plan or program maintained by Buyer as contemplated by Section 11); or (B) Buyer's breach of any representation or warranty in this Agreement which survives the Closing; or (iv) the Assumed Liabilities; provided, however, that Buyer shall not have any liability under clause (iii) above for any breach of any a representation or warranty contained in this Agreement or in any document or instrument delivered pursuant hereto by Buyer; (b) any the other agreements contemplated hereby if Seller had knowledge of such breach by at the time of Closing and failed to notify 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 insurancesuch breach.

Buyer’s Indemnification of Seller. Buyer hereby agrees to shall indemnify, defend defend, --------------------------------- protect and hold Seller harmless from and against any and all costsclaims, expensesactions, causes of action, demands, liabilities, demandsdamages, claims costs and damages expenses (and any loss or expenses, including, without limitation, interest, penalties, and including reasonable attorneys' fees and disbursementsfees), whether direct or indirect, known or unknown, foreseeable or unforeseeable, which may be asserted against, resulting from, imposed upon against or incurred suffered by Seller as a result thereofat any time after the Closing only on account of the following with respect to the Property: (i) the physical condition, nature or quality of the Property (excluding the soils and groundwater on and under the Real Property to the extent hazardous materials are involved); and (ii) the ownership, management or operation of the Property, including any claim or demand by reason of any tenant for the refund or resulting from (a) any breach return of any security deposit or other deposit. At the Closing, upon the request of Seller, Buyer shall deliver to Seller a certificate reaffirming the foregoing. However, notwithstanding the foregoing provisions of this Section 9.3, Buyer shall have no obligations to Seller under this Section ----------- ------- 9.3 with respect to any claims, actions, causes of action, demands, liabilities, --- damages, costs or expenses to the extent based upon any fact or circumstance with respect to which Seller shall have breached an express representation or warranty contained in this Agreement or in Section 8.2. Except as provided by any document or instrument delivered pursuant hereto by Buyer; (b) any breach by applicable law, ----------- 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 shall not be obligated 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 indemnify Seller with respect to any period the presence or release in, under, on or after about the Closing Date; Property (eincluding the soils and groundwater on and under the Real Property) of 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 insurancehazardous materials.

Buyer’s Indemnification of Seller. Except as otherwise provided herein and subject to the provisions of this Section 15, from and after the Closing Date, Buyer hereby agrees to shall indemnify, defend defend, save and hold harmless Seller, the other members of the BP Group, and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller harmless Indemnified Parties"), from and against any and all costsLosses of any kind which are caused by, expensesarise from, liabilitiesare incurred in connection with or relate in any way to: (i) the ownership of the Purchased Assets, demands, claims and damages (and any loss or expenses, including, without limitation, interest, penaltiesincluding the Pipelines, and reasonable attorneys' fees the operation of the Pipeline Interest on and disbursementsafter the Closing Date, asserted againstincluding those Losses arising under, resulting fromany foreign, imposed upon federal, state or incurred by Seller as a result thereoflocal laws or regulations, or any contract, warranty, tort or other theory of law; (ii) by reason Buyer's modification of any technology, software, know-how or proprietary information transferred or licensed to Buyer pursuant to the Technology Agreement; (iii) (A) Buyer's breach of or resulting from failure to perform any covenant or agreement in this Agreement requiring performance by Buyer on or after the Closing Date (aincluding any discontinuance, suspension or modification of any compensation or employee benefit plan or program maintained by Buyer as contemplated by Section 11); or (B) Buyer's breach of any representation or warranty in this Agreement which survives the Closing; or (iv) the Assumed Liabilities; provided, however, that Buyer shall not have any liability under clause (iii) above for any breach of any a representation or warranty contained in this Agreement or the other agreements contemplated hereby if Seller had knowledge of such breach at the time of Closing and failed to notify Buyer of such breach, and no Losses caused by, arising from, incurred in connection with or related in any document or instrument delivered pursuant hereto by Buyer; (b) any breach by Buyer way thereto shall be aggregated for purposes 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 13Section 15(j), 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.