Buyer's Indemnity of Seller Sample Clauses
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Buyer's Indemnity of Seller. (a) Buyer shall indemnify Seller and hold it harmless from and against:
(i) any and all damages, expenses and losses suffered, paid or incurred, or to be suffered, paid or incurred in the future, by Seller arising out of any inaccuracies in or breach of any representation, covenant, agreement or warranty on the part of Buyer herein contained or in any other Transaction Document;
(ii) any and all reasonable costs and expenses of Seller related to clause (i) above including reasonable attorney's fees in connection with the prosecution, defense or appeal of any suit or action in connection therewith.
(iii) Buyer's operation of the business after the date of Closing. (All of such items described in paragraphs (i) and (ii) above are collectively referred to hereinafter as the "Seller Loss.")
(b) Whenever it shall come to the attention of Seller that it has suffered or incurred, or may suffer or incur, any Seller's Loss, Seller shall give prompt written notice to Buyer of such anticipated or actual loss, damage, cost or expense, and Seller will permit Buyer, at Buyer's option and expense, to conduct the defense against any such claims or actions, and will cooperate with Buyer in such defense in such manner as Buyer may reasonably request. If Buyer elects not to, or fails to, defend against such claims or actions, Seller shall have the right to defend against such claims or actions at Buyer's expense. If Seller shall defend against such claim or actions at Buyer's expense, Seller agree that it will not settle or permit the settlement of any matter giving rise to any Seller Loss without the prior written consent of Buyer.
(c) Seller's right to assert a claim against Buyer for indemnification pursuant to this Section 12.2 shall survive the Closing.
(d) In the event Buyer has insufficient funds to honor the indemnity under this Article, Parent shall be jointly and severally liable.
Buyer's Indemnity of Seller. Buyer agrees to defend, indemnify and hold Seller harmless from and against any and all damages, losses, claims, demands, liabilities, costs and expenses of any kind or nature including, but not limited to, claims for bodily injury, death, and property damage, arising out of or in connection with Buyer's possession, use or occupancy of the Property from and after the Possession Date.
Buyer's Indemnity of Seller. Buyer shall indemnify, protect, defend and hold harmless Seller and Seller's owners, officers, directors, members, partners, employees and agents from and against all Claims relating to: (a) the ownership, use, operation, maintenance and improvement of the Property on or after the Closing; and (b) the generation, treatment, discharge or storage first occurring on or after the Closing of any hazardous wastes, substances or materials on the Property or in any groundwater or aquifer below the Property in violation of applicable laws.
Buyer's Indemnity of Seller. The Buyer agrees to indemnify and save harmless the Seller of and from all Losses actually incurred by the Seller as a result of any breach by the Buyer or, subject to the Survival Period, any inaccuracy of any representation or warranty or failure to comply with any covenant of the Buyer contained in this Agreement.
Buyer's Indemnity of Seller. Buyer shall Indemnify Seller and CG Related Parties from and against any and all Losses to the extent arising from:
(a) Buyer's operation of the Landfill from and after the Close of Escrow, to the extent the Buyer is otherwise legally liable therefor;
(b) all closure and post-closure activities and obligations existing or arising with respect to the Landfill, including obligations to close, maintain and monitor the Landfill and to provide financial assurances with respect to closure and post-closure obligations;
(c) bodily injury and/or property damage to third parties caused by operation of the Landfill from and after the Close of Escrow, and the failure to provide financial assurances with respect to such matters as required by applicable laws; and
(d) all corrective action activities and obligations existing on or arising from or after the Close of Escrow with respect to the Landfill, including obligations to provide financial assurances with respect to such matters as required by applicable laws, except for the matters for which Seller is to Indemnify Buyer pursuant to Paragraph 5.2(c) hereof.