Indemnification by Indemnitor. Indemnitor hereby covenants and agrees that:
(a) Indemnitor is and shall be jointly and severally liable with Seller for the performance of all of Seller’s obligations and liabilities under this Contract and all documents and instruments executed in connection therewith, including, without limitation, all of Seller’s obligations and liabilities that survive Closing;
(b) The obligations of Indemnitor hereunder shall not be limited, diminished or impaired in any way by virtue of any right or remedy Buyer may have against Seller under this Contract or by virtue of any other provision of this Contract;
(c) Buyer shall not be obligated to proceed first against Seller before resorting to Indemnitor under this Article XVII for payment and performance; Indemnification claims and procedures with respect to the indemnification obligations of Indemnitor under this Article XVII shall be consistent with those provided for in Section 8.8(c) of this Contract. Seller shall cause Indemnitor to provide, and Indemnitor shall provide, at Closing an indemnification agreement in form and substance satisfactory in form and substance to Buyer with respect to the foregoing indemnifications (the “Indemnification Agreement”), which shall be a condition to Buyer’s obligation to close under this Contract. Except as provided in this Contract, the covenants, agreements, representations and warranties of Indemnitor set forth in this Article XVII shall be continuing, and shall not be deemed to merge into or be waived by the Deeds or other closing documents and shall survive Closing on the Property.
Indemnification by Indemnitor. Subject to the limitations set forth in Section 2.2 below, Indemnitor shall indemnify and hold harmless Indemnitee from and against any Lender Claim.
Indemnification by Indemnitor. (a) Subject to the Tax Matters Agreement, and Sections 8.01(b), 8.03, 8.04, 8.06, 8.07 and 10.01, Indemnitor shall indemnify, defend and hold harmless Acquiror and its Affiliates (including, without limitation, the Company and the Company Subsidiaries) and Representatives (collectively, the "Acquiror Indemnified Parties") against, and reimburse each Acquiror Indemnified Party for, all Losses that such Acquiror Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
(i) any inaccuracy or breach of any representation or warranty made by Seller or Indemnitor in this Agreement or in the certificate to in Section 6.02(a)(iii) (other than any inaccuracy of any referred representation or warranty made by Indemnitor in Section 3.19, which is covered by the Tax Matters Agreement);
(ii) any failure by Seller or Indemnitor to perform or comply with any of its covenants or agreements contained in this Agreement;
(iii) any Environmental Claim relating to the Acquired Real Property Assets or the Acquired Personal Property Assets arising out of actions, omissions, events or facts occurring on or prior to the Closing Date or to the treatment, storage, recycling or Release at any property to which Hazardous Material was transported from any Acquired Real Property Asset on or prior to the Closing Date;
(iv) any Third Party Claim arising out of actions, omissions, events or facts occurring on or prior to the Closing Date relating to the assets (including the Acquired Personal Property Assets), properties (including the Acquired Real Property Assets) or business of the Company and the Company Subsidiaries, including the Actions and matters described in Schedules 3.08 and 3.24(e);
(v) any Excluded Assets and any Excluded Liabilities; and
(vi) any fees and expenses payable to attorneys, consultants or accountants retained or hired by or on behalf of Seller, Indemnitor, the Company, the Company Subsidiaries and their respective Affiliates and Representatives in connection with the transactions contemplated by the Transaction Agreements.
(b) Notwithstanding any other provision to the contrary, Indemnitor shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for:
(i) any Losses pursuant to Section 8.01(a)(i) (other than Losses arising solely as a result of or in connection with the inaccuracy or breach of any representation 42 or warranty...
Indemnification by Indemnitor. 42 Section 8.02. Indemnification by Acquiror................................43 Section 8.03.
Indemnification by Indemnitor. Subject to the limitations set forth in Section 2.2 below, Indemnitor shall indemnify and hold harmless Indemnitee from and against any Lender Claim. The indemnification obligation of Indemnitor pursuant to this Section 2.1 constitutes a continuation of the Assigned USH2 Rights and Obligations assumed by Indemnitor pursuant to the Merger Agreement and Indemnitor’s agreement therein to be bound by the same terms and conditions in the USH2 Indemnification Agreement that applied to USH2 with respect to the Assigned USH2 Rights and Obligations.
Indemnification by Indemnitor. Indemnitor covenants and agrees that, notwithstanding the Closings of the purchase of the Equity Interests, the delivery of any instruments of conveyance, and any liquidation or dissolution of the Property Owners, the Indemnitor will indemnify, hold harmless and defend, from, for and against any loss, damage, liability, deficiency or claim (including without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation or other proceeding) arising out of or resulting from, and will pay Indemnitees and their affiliates, in accordance with the terms of this Agreement, the full amount (subject to the limitations on indemnification set forth in
Indemnification by Indemnitor. Subject to the other terms and limitations of this Agreement, the Indemnitor hereby agrees to indemnify and hold each Lender Party and their respective directors, officers and employees (individually, an "Indemnitee" and collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, costs or expenses, including reasonable attorneys' fees (individually, a "Loss" and collectively, the "Losses") that are suffered or incurred by any of them as a result of an Indemnifiable Claim. THE INDEMNITIES BY THE INDEMNITOR IN FAVOR OF THE INDEMNITEES IN THIS SECTION 2.1 SHALL BE APPLICABLE NOTWITHSTANDING THAT AN INDEMNIFIABLE CLAIM OTHERWISE COVERED BY THIS SECTION 2.1 IS ATTRIBUTABLE TO THE NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE) OF AN INDEMNITEE (WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE), ANY PRE-EXISTING CONDITION OR DEFECT OR ANY FORM OF STRICT LIABILITY. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Indemnitor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnifiable Claims which is permissible under Applicable Law.
Indemnification by Indemnitor. Subject to the limitations set forth in Section 2.2 below, Indemnitor shall indemnify and hold harmless Indemnitee from and against any Lender Claim. The indemnification obligation of Indemnitor pursuant to this Section 2.1 constitutes a continuation of the Assigned Rights and Obligations assumed by Indemnitor pursuant to the Assignment and Indemnitor’s agreement therein to be bound by the same terms and conditions in the AEP Indemnification Agreement that applied to AEP with respect to the Assigned Rights and Obligations.
Indemnification by Indemnitor. (a) In consideration of Indemnitees’ agreement to serve as guarantors or indemnitors for the Lenders pursuant to the Loans and the Guaranty Agreements (now or hereafter existing), and recognizing that Indemnitor significantly benefits from such service, the Indemnitor, hereby indemnifies and agrees to indemnify, defend and hold harmless from and against any and all claims, liabilities, losses, damages, judgments, settlements, costs and expenses (including, without limitation, court costs and actual attorneys’ fees and disbursements) (individually, “Loss”, or collectively, “Losses”) that any Indemnitee sustains or incurs as a result of or in connection with (i) Indemnitees’ agreement to enter into any of the Guaranty Agreements; (ii) any obligation related to the Loans; or (iii) any act or omission that Indemnitees are alleged to have taken or omitted to have taken in connection with or related to the Loans or the Guaranty Agreements.
(b) Indemnitor shall pay to Indemnitees or their estates, heirs, representatives or assigns immediately upon demand therefore an amount in immediately available funds equal to each Loss or Losses covered by this Section.
Indemnification by Indemnitor
