Common use of HOLD HARMLESS GUARANTY Clause in Contracts

HOLD HARMLESS GUARANTY. (a) Seller hereby agrees and promises to indemnify, defend and hold Purchaser harmless for any and all liability that may arise by reason of Seller's or Seller's owner’s, directors, officers, employees and independent contractors negligence or failure to renew, issue or otherwise service any policy prior to the date of closing, it being agreed that any liability for such errors and omissions in the transaction of business shall vest solely with Seller. Further, Seller hereby agrees and promises to indemnify, defend and hold Purchaser harmless from and against any and all claims made by any Person for Seller’s, Seller’s owners, directors, officers, employees and independent contractors actions and/or inactions prior to the closing date. (b) Purchaser hereby agrees and promises to hold Seller harmless for any and all liability that may arise by reason of Purchaser’s or Purchaser’s owners, directors, officers, employees and independent contractors negligence or failure to renew, issue or otherwise service any Policy on or after the date of closing, it being agreed that any liability for such errors and omissions in the transaction of business shall vest solely with Purchaser. Further, Purchaser hereby agrees and promises to indemnify, defend and hold Seller harmless from and against any and all claims made by any Person or entity for Purchaser’s, or Purchaser’s owners, directors, officers, employees and independent contractors actions and/or inactions on or after the closing date, including but not limited to any fines and penalties assessed or levied by the Department of Insurance arising from any conduct of the Purchaser.

HOLD HARMLESS GUARANTY. (aA) Seller Sellers hereby agrees and promises to indemnify, defend and hold Purchaser harmless for any and all liability that may arise by reason of Seller's Sellers' or Seller's owner’s, Sellers' directors, officers, officers and employees and independent contractors negligence or failure to renew, issue or otherwise service any insurance policy prior to the date of closing, it being agreed that any liability for such errors and omissions in the transaction of insurance business shall vest solely with Seller. Further, Seller Sellers. (B) Sellers hereby also agrees and promises to indemnify, defend and hold Purchaser harmless from and against for any and all claims liability that may be asserted against, imposed upon, or incurred or sustained by the Purchaser as a result of or in any manner related to: (i) any liabilities, obligations or indebtedness of the Sellers; (ii) any material misstatement, inaccuracy or omission on the representations or warranties of the Sellers contained in paragraph 12; or (iii) any breach of any of the covenants or conditions made by any Person for Seller’s, Seller’s owners, directors, officers, employees and independent contractors actions and/or inactions prior to the closing dateSellers in paragraph 10 of this Agreement. (bC) Purchaser hereby agrees and promises to hold Seller Sellers harmless for any and all liability that may arise by reason of Purchaser’s 's or Purchaser’s owners, 's directors, officers, officers and employees and independent contractors negligence or failure to renew, issue or otherwise service any Policy on or insurance policy after the date of closing, it being agreed that any liability for such errors and omissions in the transaction of insurance business shall vest solely with Purchaser. Further, Purchaser hereby agrees and promises to indemnify, defend and hold Seller harmless from and against any and all claims made by any Person or entity for Purchaser’s, or Purchaser’s owners, directors, officers, employees and independent contractors actions and/or inactions on or after the closing date, including but not limited to any fines and penalties assessed or levied by the Department of Insurance arising from any conduct of the PurchaserPurchasers.

HOLD HARMLESS GUARANTY. (a) Seller hereby agrees and promises to indemnify, defend and hold Purchaser harmless for any and all liability that may arise by reason of Seller's ’s or Seller's ’s owner’s, directors, officers, employees and independent contractors negligence or failure to renew, issue or otherwise service any policy Policy prior to the date of closing, it being agreed that any liability for such errors and omissions in the transaction of business shall vest solely with Seller. Further, Seller hereby agrees and promises to indemnify, defend and hold Purchaser harmless from and against any and all claims made by any Person for Seller’s, Seller’s owners, directors, officers, employees and independent contractors actions and/or inactions prior to the closing date, including but not limited to any claim from a broker/listing agent claiming a fee for the sale of the Agency Assets that are the subject matter hereof. (b) Purchaser hereby agrees and promises to hold Seller harmless for any and all liability that may arise by reason of Purchaser’s or Purchaser’s ownersowner’s, directors, officers, employees and independent contractors negligence or failure to renew, issue or otherwise service any Policy on or after the date of closing, it being agreed that any liability for such errors and omissions in the transaction of business shall vest solely with Purchaser. Further, Purchaser hereby agrees and promises to indemnify, defend and hold Seller harmless from and against any and all claims made by any Person or entity for Purchaser’s, or Purchaser’s owners, directors, officers, employees and independent contractors actions and/or inactions on or after the closing date, including but not limited to any fines and penalties assessed or levied by the Department of Insurance arising from any conduct of the Purchaser.