Indemnification of Buyer by Seller. (a) Seller shall indemnify, defend and hold harmless Buyer, its members, managers, officers, directors, employees, Affiliates and agents (each, a “Buyer Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Buyer Indemnitee arising out of (1) a claim by a third party (other than a claim for Buyer Indemnitee’s breach of contract) and in any way relating to, resulting from or arising out of or in connection with any Third Party Claims against a Buyer Indemnitee to the extent arising out of or in connection with the negligent or intentional acts or omissions of Seller or its subcontractors, agents or employees or others under Seller’s control (other than matters addressed separately in Section 13.1, which shall be governed by the terms thereof) or (2) a breach by Seller of its obligations under the Agreement; provided that, Seller shall have no obligation to indemnify Buyer to the extent caused by or arising out of any negligence, fraud or willful misconduct of a Buyer Indemnitee, the breach by Buyer or any Buyer Indemnitee of its covenants and warranties under this Agreement or the inability to utilize any tax benefits.
(b) Except as otherwise set forth in this Agreement, in the event that Buyer incurs any liability, cost, loss or expense to a PPA Customer (including relating to a breach of a PPA) in relation to the repurchase by or return to Seller of any Bloom System under this Agreement, Seller shall indemnify and hold Buyer harmless for any such liability, cost, loss or expense incurred by Buyer.
Indemnification of Buyer by Seller. Seller shall severally indemnify Buyer against:
(a) any and all liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge which are not expressly assumed by Buyer as herein provided (“Losses”).
(b) any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by Buyer (whether awarded against Buyer or paid by Buyer in settlement of a claim) resulting from any misrepresentation, breach of a warranty, or non-fulfillment of any covenant or agreement on the part of Seller contained in this Agreement or the Assignment and Xxxx of Sale or in any statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Seller to Buyer pursuant hereto or in connection with the transactions contemplated hereby; and
(c) any and all any court filing fee, court cost, arbitration fee or cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification under this article, including, without limitation, in each case, attorneys’ fees, other professionals’ fees, and disbursements (“Litigation Expenses”) (Losses and Litigation Expenses are collectively, “Indemnifiable Losses”) incident to any of the foregoing.
Indemnification of Buyer by Seller. Seller shall indemnify and hold harmless Buyer, and its Representatives and Affiliates (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) involving a Third-Party Claim (collectively, “Damages”) arising from, or related to, any personal injury or death to Persons and damage to any Person’s real property and tangible personal property or facilities, or the property of any other Person to the extent arising from, or related to, breach of a representation or warranty given in this agreement, an Event of Default under this agreement, violation of any Applicable Laws or Governmental Authorizations, or by the gross negligence of Seller, its Affiliates, directors, officers, employees, or agents. Nothing in this section 13.1 will enlarge or relieve Seller of any liability to Buyer Indemnified Persons for any breach of this agreement. This indemnification obligation will apply notwithstanding any negligent or intentional acts, errors or omissions of a Buyer Indemnified Person, but Seller’s liability to pay Damages to a Buyer Indemnified Person will be reduced in proportion to the percentage by which that Buyer Indemnified Person’s negligent or intentional acts, errors or omissions caused the Damages. Seller is not required to indemnify a Buyer Indemnified Person for its Damages resulting from that Buyer Indemnified Person’s sole negligence, intentional acts or willful misconduct. These indemnity provisions will not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy.
Indemnification of Buyer by Seller. Seller shall indemnify, defend and hold harmless Buyer, its members, managers, officers, directors, employees, Affiliates and agents (each, a “Buyer Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Buyer Indemnitee arising out of a claim by a third party (other than a claim for Buyer Indemnitee’s breach of contract) and in any way relating to, resulting from or arising out of or in connection with any Third Party Claims against a Buyer Indemnitee to the extent arising out of or in connection with the negligent or intentional acts or omissions of Seller or its subcontractors, agents or employees or others under Seller’s control (other than matters addressed separately in Section 10.1, which shall be governed by the terms thereof); provided that, Seller shall have no obligation to indemnify Buyer for any negligence, fraud or willful misconduct of a Buyer Indemnitee, the breach by Buyer of its covenants and warranties under this Agreement or the inability to utilize any tax benefits (for the avoidance of doubt, the Grant is not considered a tax benefit).
Indemnification of Buyer by Seller. Seller agrees to indemnify Buyer and hold it harmless against and in respect of any and all claims, losses, expenses, obligations and liabilities (including costs of collection and reasonable attorney's fees) that arise or result from or are related to (i) the failure of any representation or warranty of Seller under this Agreement, or any agreement provided for by it, to be accurate or complete,
Indemnification of Buyer by Seller. Subject to the limitation imposed by Section 8.5 below, notwithstanding any investigation by Buyer or its representatives, the Seller, its successors and assigns, will indemnify and hold the Buyer, and its Affiliates, harmless from and fully pay any and all Losses, that Buyer, or any of its Affiliates, may suffer or incur as a result of or relating to (a) the breach of any representations or warranties made by Seller in Article V and elsewhere in this Agreement, or in any other document delivered by Seller to Buyer pursuant hereto to include, without limitation, the Xxxx of Sale (collectively, the "TRANSACTION DOCUMENTS"), or any allegation by a third party that, if true, would constitute such a breach, or (b) the breach of any covenant or agreement of Seller in this Agreement or the Transaction Documents.
Indemnification of Buyer by Seller. Seller agrees to indemnify, defend and hold harmless Buyer and Buyer's employees, agents, heirs, legal representatives, and assigns from and against any and all claims, suits, losses, expenses (legal, accounting, environmental, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), arising out of or relating to (i) the conduct of, or conditions existing with respect to, the Assets prior to the Closing; (ii) any inaccuracy of any representation or warranty set forth in this Agreement; (iii) the breach of any covenant made by Seller in or pursuant to this Agreement; or (iv) any obligation whatsoever arising from Seller's occupancy of the Real Property on or before the Closing Date.
Indemnification of Buyer by Seller. Seller and Shareholder agree to indemnify, defend and hold harmless Buyer, Buyer's parent company, Packaged Ice, Inc. and Buyer's employees, agents, heirs, legal representatives, and assigns from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), arising out of or relating to (i) any liability or obligation of Seller or Shareholder, (ii) the conduct of, or conditions existing with respect to, the Business prior to the Closing with respect to all of the Assets, and (iii) any inaccuracy of any representation or warranty set forth in this Agreement or the breach of any covenant made by Seller in or pursuant to this Agreement.
Indemnification of Buyer by Seller. Seller agrees to pay and assume Liability for, and does hereby agree to indemnify, protect, save and keep harmless Buyer and its officers, directors and employees (collectively, the “Buyer Indemnitees”), from and against any and all Liabilities, obligations, losses, damages, penalties, claims (including claims by any employee of Seller or any of its servants, crew or agents and all costs and expenses incurred in connection with any investigation of environmental conditions or any cleanup, remedial, removal or restoration work required by any Governmental Authority), actions, suits and related costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature (collectively, “Losses”), imposed on, asserted against or incurred by Buyer Indemnitees, in any way relating to or arising out of or alleged to be attributable to, related to or arising out of the following:
(a) any inaccuracy in any representation or warranty of Seller in this Agreement;
(b) any breach or nonfulfillment of any covenant, agreement or other obligation of Seller in this Agreement;
(c) the ownership or operation of the Purchased Assets prior to the Effective Time; and
(d) the Excluded Assets, the Retained Liabilities, the Employee Liabilities, the Environmental Activities and the Environmental Conditions.
Indemnification of Buyer by Seller. Seller shall defend, indemnify and hold Buyer, its owners, members and manager, and the respective successors and assigns of the foregoing harmless from and against any and all claims, demands, obligations, damages, recoveries, liabilities, losses or deficiencies, whether accrued, absolute, contingent, known, unknown or otherwise (including, without limitation, any and all penalties, interest, attorneys' fees and other costs and expenses relating to any and all actions, suits, proceedings, demands, assessments and judgments), to the extent which arising out of, resulting from or relating to:
(a) Any default by Seller of any representation, or warranty of Seller for which Seller fails to disclose in writing and deliver to Buyer, any facts inconsistent therewith prior to end of the Inspection Period;
(b) Any default by Seller of any covenant or term of this Agreement; and,
(c) Any liability, obligation, claim, debt, lien, or charge, contingent or liquidated, known or unknown, relating to or arising out of Seller's ownership, development, construction, occupancy, use or operation of the Property, or operation thereof prior to Closing, asserted against Seller, the Property, any part thereof or Buyer, which is not the responsibility of Buyer under this Agreement. The foregoing indemnity shall extend to and include Buyer, its owner, partners, members, manager, officers, directors, employees, representatives and agents, and their successors and assigns from and against, and shall require Seller to reimburse Buyer and its owner, members, manager, employees, representatives and assigns with respect to, any and all fines, penalties, costs, cleanup charges and assessments levied or assessed against Buyer, its owner, members, manager, employees, representatives and successors and assigns, by any local, state or federal governmental entity, together with any and all claims, demands, causes of action, loss, damage, liabilities, costs, and expenses (including attorneys' fees and court costs), or incurred by Buyer, its owners, officers, directors, employees, representatives, and their successors and assigns. The individual rights of Buyer and its owners, members, manager, agents, employees and representatives under this Section 12.01, are without prejudice to any other remedies not inconsistent herewith which Buyer or any party described above may have against Seller, including, without limitation, all rights or remedies at law or in equity. The indemnity provided hereund...
