Indemnification by Seritage Clause Samples
The "Indemnification by Seritage" clause requires Seritage to compensate or protect another party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to Seritage's conduct, Seritage will cover the associated costs, such as legal fees or settlements. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm resulting from Seritage's actions or breaches.
Indemnification by Seritage. Except as provided in Section 5.1, following the Closing Date and subject to Section 10.1 and without duplication of any indemnification in any Ancillary Agreement, Seritage shall, and shall cause the members of the Seritage Group (other than any such member which is prohibited from providing such indemnity pursuant to the terms of any financing incurred by Seritage in connection with the transactions contemplated herein) to, indemnify, defend and hold harmless each member of the SHC Group and its Affiliates, and each of their respective current or former directors, officers, employees, agents, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (each, a “SHC Indemnitee”), from and against all Liabilities actually incurred or suffered by the SHC Indemnitee relating to, arising out of or resulting from one or more of the following:
(a) each breach by Seritage or any member of the Seritage Group of this Agreement or any Ancillary Agreement, including any representation, warranty or covenant set forth therein;
(b) other than those Liabilities indemnified pursuant to Section 5.3, any Liability whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Land, Improvements or Intangibles, including, the physical, environmental and structural condition of any Transferred Property or any Law or regulation applicable thereto, including any claim or matter (regardless of when it first appeared) relating to or arising from (i) any non-compliance with Environmental Law or with Governmental Approvals required by Environmental Law, including the presence of any environmental problems, (ii) the use, spilling, leaking, emitting, injecting, escaping, abandoning, dumping, presence, storage, release, threatened release, discharge, migration of or exposure to Hazardous Substances on, in, under, from or around any Land or Improvements regardless of when such Hazardous Substances were first introduced in, on or about such Land, Improvements or Intangibles (any matters described in (i) and (ii) collectively, “Environmental Problems”), (iii) any patent or latent defects or deficiencies with respect to any Land, Improvements or Intangibles, (iv) any REAs or any other instruments or agreements (A) pertaining to the Land, Improvements or Intangibles or (B) otherwise assigned to or assumed by a member of the Seritage Growth under this Agreement or any Ancillary Agre...
Indemnification by Seritage. Seritage shall defend, indemnify and hold harmless SHMC, its Affiliates, Vendors and Personnel (each, a “SHMC Indemnitee”) from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) actually incurred or suffered by the SHMC Indemnitee relating to or arising out of actions and failures to act by Personnel of Seritage or its Affiliates in connection this Agreement (“Seritage Claims”), except to the extent that such Seritage Claims arise out of (a) a breach of any provision of this Agreement by SHMC or (b) any negligence, willful misconduct or fraud of SHMC, its Affiliates, Vendors or Personnel in performance of this Agreement.