Common use of Indemnification of Buyer by Seller Clause in Contracts

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. Subject to the limitations set forth in Section 11.5 of this Agreement, Seller shall agrees to hold harmless, indemnify and hold harmless Buyerdefend Buyer and ICN and their respective directors, officers and its Representatives employees thereof, from and Affiliates (collectively, the “Buyer Indemnified Persons”)against, and will reimburse Buyer Indemnified Persons for such indemnified parties with respect to, any lossand all claims, liabilitydemands, claimcauses of action, damageproceedings, expense (including losses, damages, debts, expenses, liabilities, fines, penalties, deficiencies, judgments or costs, including, without limitation, reasonable accountants' and attorneys' fees, court costs, amounts paid in settlement and costs and expenses of investigation and defense and reasonable attorneys’ fees and expenses) involving a Third-Party Claim investigations (collectively, “Damages”"Claims") arising fromat any time and from time to time asserted against or incurred by any such indemnified party insofar as such Claims are based upon: a) any breach or nonfulfillment of, or related toany inaccuracy in, any personal covenant, representation or warranty contained herein on behalf of Seller in connection with the transactions contemplated hereby; b) any injury to any person, or death to Persons and damage to any Person’s real property and tangible personal property property, occurring before or facilities, or after the property of Closing Date related in any other Person way 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 Plant Site that is attributable to Seller's 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 , excluding injuries that relate to relieve the supervision by Buyer (or an affiliate of Buyer) of an employee of Seller or Buyer; c) any insurer Claim against Buyer relating to the Plant Site or the Assets that arises from or is based upon any action, event or condition existing on or occurring before the Closing Date, excluding Claims attributable to Buyer's negligence or willful misconduct; d) any Claim by an Employee for severance or termination pay as a result of the transactions contemplated by this Agreement (except as otherwise provided in this Agreement), excluding Claims attributable to Buyer as provided in this Agreement; e) the failure of Seller to comply with the "bulk transfer" laws of any jurisdiction in connection with the transactions contemplated hereby; f) the failure of Seller to pay any taxes, applicable to periods prior to Closing including, without limitation, any sales tax resulting from the transfer of the Assets to Buyer, or to make any unemployment compensation insurance contribution that was due prior to the Closing Date; g) any Claim based upon or relating to the manufacture, usage, distribution or sale by Seller of its obligation or its affiliates' products manufactured at the Plant Site prior to pay claims consistent with the provisions Closing Date; or h) any Claim that arises out of a valid insurance policyClaim of infringement or unauthorized use of any patent, copyright, trade secret, know how or other intellectual property right resulting from Seller's activities at the Plant Site or Buyer's production of Seller or its affiliates' products at the Plant Site after the Closing Date.

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 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 13.113.113.1 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 indemnify, defend and hold harmless BuyerBuyer and its affiliates, and subsidiaries, and its Representatives and Affiliates (collectivelytheir respective employees, the “Buyer Indemnified Persons”)representatives, partners, officers and will reimburse Buyer Indemnified Persons for agents, harmless from and against any lossclaims, losses, clawbacks by any third party payor, liability, claimobligations, damagelawsuits, deficiencies, damages or expense of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including (including without limitation) interest, penalties, attorneys' fees, costs of investigation and all amounts paid in defense and reasonable attorneys’ fees and expensesor settlement of the foregoing, suffered or incurred by Buyer as a result of the occurrence of any of the following: (i) involving a Third-Party Claim (collectively, “Damages”) arising from, or related to, any personal injury or death to Persons and damage the Assets were subject to any Person’s real property and tangible personal property liabilities or facilities, or the property obligations of any kind, whether accrued, absolute, contingent or otherwise, that are not being specifically assumed by Buyer hereunder, including without limitation, liabilities for federal, state, local and other Person applicable taxes of every kind and description, and liabilities pursuant to Environmental Laws, whether or not said liabilities or obligations are disclosed in Exhibit 3.3 and/or Exhibit 3.27; (ii) Seller did not have title to all or any portion of the extent arising from, or related to, Assets; (iii) a breach of a any obligation, representation, warranty, covenant or agreement made by Seller in this Agreement or any agreement referred to herein or because any representation or warranty given by Seller contained herein, in any document furnished or required to be furnished pursuant to this agreement, an Event Agreement by Seller to Buyer or any of Default under this agreement, violation of any Applicable Laws or Governmental Authorizationsits representatives, or any documents furnished to Buyer in connection with the Closing hereunder, shall be false; (iv) any litigation arising out of or based upon events or operative facts occurring prior to the Closing Date, in connection with the Assets, whether or not disclosed in Exhibit 3.18; (v) any employee benefits, including pension or retirement benefits, and any severance payments to the employees of Seller that are or may be assessed as a result of the transactions contemplated by this Agreement, payable to or on behalf of the gross negligence employees of Seller, its Affiliates, directors, officers, employeesSeller as of the Closing Date, or agents. Nothing in this section 13.1 will enlarge or relieve Seller of any liability to Buyer Indemnified Persons for any breach due through the consummation of this agreement. This indemnification obligation will apply notwithstanding Agreement; and (vi) costs and expenses (including reasonable attorneys' fees) incurred by Buyer in connection with any negligent demand, action, suit, proceeding, assessment or intentional acts, errors or omissions judgment incident to any 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 policyforegoing.

Indemnification of Buyer by Seller. 5.01.01 Seller hereby agrees to defend and indemnify and hold Buyer, and Buyer's stockholders, directors, officers and employees, harmless, against any claim, cause of action, suit, proceeding or demand, and any and all losses, liabilities, costs and expenses of any nature whatsoever associated therewith ("Buyer's Claims") arising out of, or in connection with, directly or indirectly, any breach of any representation or warranty or any other obligation of Seller under this Agreement or the Servicing Agreement or otherwise, resulting from any state of facts and or conditions existing (i) on or before the applicable Transfer Date but after the Initial Transfer Date and (ii) on or after the applicable Transfer Date as to the Pending Sale Foreclosure Mortgages and the Pending Disposition REO Property involving the Servicing Rights, Mortgage Loans, Pools, Pending Sale Foreclosure Mortgages and REO Property, including without limitation the Pending Disposition REO Property subject to this Agreement, including but not limited to: (A) In the event any Investor requests or demands repurchase of any Mortgage Loan and/or the Servicing Rights to which are transferred under this Agreement, for any reason, or requires Buyer to indemnify such Investor with respect to a Mortgage Loan, Seller shall indemnify and hold Buyer harmless and make Buyer whole pursuant to any such repurchase and indemnity required or demanded by Investor. This shall include, but is not limited to Seller agreeing upon Buyer's demand to repurchase any Mortgage Loan and Repurchase the Servicing Rights where there occurred fraud by the Borrower, Mortgagor, or any other party, whether or not Seller had reason to believe or know that such fraud occurred or existed; provided, however that notwithstanding the foregoing, Buyer's Claims involving misrepresentations, breach of warranty or nonfulfillment of any agreement, duty or obligation of Seller involving the Pools, Mortgage, Mortgage Loans, or this Agreement and based upon a state of facts existing on or before the Initial Transfer Date shall not be subject to indemnification by Seller. (B) Any and all Buyer's Claims involving unfair collection practices, failure to disclose, deceptive acts or practices, breach of contract, the collection of usurious interest and the like, pertaining to the subject matter of this Agreement, and its Representatives based upon a state of facts existing on or after the Initial Transfer Date. (C) Any and Affiliates all Buyer's Claims involving tax and insurance payments or escrow deposits relating to the subject matter of this Agreement upon which tax and insurance escrow deposits are provided for in the instruments securing the Mortgage Loans and which were payable on or after the Initial Transfer Date. (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 expensesD) involving a Third-Party Claim (collectively, “Damages”) arising fromAny misrepresentation made by Seller pursuant to this Agreement, or related toin any schedule, any personal injury statement or death certificate furnished by Seller pursuant 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, this Agreement. (E) Any breach of a representation or warranty given by Seller, or the nonfulfillment of any covenant or obligation of Seller contained in this agreementAgreement, an Event or in any schedule, statement or certificate furnished by Seller pursuant to this Agreement. 5.01.02 This indemnity of Default under the Buyer by the Seller provided in this agreement, violation Article V shall remain in full force and effect regardless of any Applicable Laws investigation made by Buyer or Governmental Authorizations, or its representatives. 5.01.03 The indemnity of the Buyer by the gross negligence of Seller, its Affiliates, directors, officers, employees, or agents. Nothing Seller provided in this section 13.1 will enlarge or relieve Seller of any liability to Buyer Indemnified Persons Section 5.01 shall remain in full force and effect 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 as long 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 policyrepresentations and warranties survive.