Indemnification of Seller by Buyer. Buyer shall indemnify, defend and hold harmless Seller, its officers, directors, employees, shareholders, Affiliates and agents (each, a “Seller Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Seller Indemnitee arising out of a claim by a third party (other than a claim for Seller 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 Seller Indemnitee to the extent arising out of or in connection with (a) the negligent or intentional acts or omissions of Buyer or its subcontractors, agents or employees or others under Buyer’s control (excluding any Seller Affiliate) or (b) operation of Bloom Systems by any party other than Seller or an Affiliate or subcontractor of Seller after such Bloom Systems have been purchased by Buyer pursuant to this Agreement (but subject to Seller’s warranties, covenants and indemnities under this Agreement and any other Transaction Document to which Seller is a party); provided that Buyer shall have no obligation to indemnify Seller for any negligence, fraud or willful misconduct of any Seller Indemnitee or the breach by Seller or any Seller Indemnitee of its covenants and warranties under this Agreement or any other Transaction Document.
Indemnification of Seller by Buyer. Buyer shall indemnify and hold Seller and its respective attorneys, affiliates, representatives, agents, officers, directors, successors or assigns, harmless from and against any Damages resulting from, arising out of, or incurred with respect to:
Indemnification of Seller by Buyer. Subject to the limitations on recourse and recovery set forth in this Article 9, from and after the Closing, Buyer will indemnify, defend and hold harmless Seller and its Affiliates and each of their respective officers, directors, members, managers, partners, employees, agents and representatives, and their respective successors and assigns (the “Seller Indemnified Parties”), from and against any and all Losses imposed upon or against, or incurred by, the Seller Indemnified Parties in connection with, relating to, arising out of or resulting from:
Indemnification of Seller by Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and Shareholders 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 any inaccuracy of any representation or warranty set forth in this Agreement or the breach of any covenant made by Buyer.
Indemnification of Seller by Buyer. Buyer shall indemnify, defend and hold harmless Seller, its officers, directors, employees, shareholders, Affiliates and agents (each, a “Seller Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Seller Indemnitee arising out of a claim by a third party (other than a claim for Seller 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 Seller Indemnitee to the extent arising out of or in connection with (a) the negligent or intentional acts or omissions of Buyer or its subcontractors, agents or employees or others under Buyer’s control (excluding any Seller Affiliate) or breach by Buyer of its obligations under the Agreement, or (b) operation of Bloom Systems by any party other than Seller or an Affiliate or subcontractor of Seller after such Bloom Systems have been purchased by Buyer pursuant to this Agreement (but subject to Seller’s warranties, covenants and indemnities under this Agreement and any other Transaction Document to which Seller is a party); provided that Buyer shall have no obligation to indemnify Seller to the extent caused by or arising out of (i) any negligence, fraud or willful misconduct of any Seller Indemnitee or the breach by Seller or any Seller Indemnitee of its covenants and warranties under this Agreement or any other Transaction Document, (ii) any operation of Bloom Systems by a party outside of Buyer’s control or direction or by a party taking such action despite Buyer’s reasonable efforts to prevent the same or (iii) any breach by Seller or its Affiliate in its capacity as the administrator under the Administrative Services Agreement or as Managing Member under the Holdco LLC Agreement.
Indemnification of Seller by Buyer. Notwithstanding any investigation by Seller or its representatives, the Buyer, its successors and assigns, will indemnify and hold Seller, and its Affiliates, harmless from and fully pay any and all Losses that Seller, or any of its Affiliates, may suffer or incur as a result of or relating to the breach of any representations or warranties made by Buyer in Article and elsewhere in this Agreement.
Indemnification of Seller by Buyer. Subject to Section 8.3, Buyer shall indemnify, defend and hold harmless Seller, its officers, directors, employees, shareholders, Affiliates and agents (each, a "Seller Indemnitee") from and against any and all Indemnifiable Losses asserted against or suffered by any Seller Indemnitee (each, a "Seller Indemnifiable Loss") in any way relating to, resulting from or arising out of or in connection with (i) any breach by Buyer of any covenant or agreement of Buyer contained in this Agreement or any failure or inaccuracy of any representation or warranty of Buyer contained in this Agreement, (ii) the Assumed Liabilities, (iii) any loss or damages resulting from or arising solely out of any Inspection of the Assets, and (iv) any Third Party Claims against a Seller Indemnitee to the extent arising out of or in connection with Buyer's ownership or operation of the Assets on or after the Closing Date.
Indemnification of Seller by Buyer. Buyer shall indemnify and hold harmless Seller, and its Representatives and Affiliates (collectively, the “Seller Indemnified Persons”), and will reimburse Seller Indemnified Persons for any 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 Buyer, its Affiliates, directors, officers, employees, or agents. Nothing in this section 13.2 will enlarge or relieve Buyer of any liability to Seller Indemnified Persons for any breach of this agreement. This indemnification obligation will apply notwithstanding any negligent or intentional acts, errors or omissions of Seller Indemnified Persons, but Buyer’s liability to pay Damages to a Seller Indemnified Person will be reduced in proportion to the percentage by which that Seller Indemnified Person’s negligent or intentional acts, errors or omissions caused the Damages. Buyer is not required to indemnify a Seller Indemnified Person for its Damages resulting from that Seller 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 Seller by Buyer. Buyer agrees to indemnify Seller and hold 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 after the Closing Date and result from and are related to the Assumed Liabilities.
Indemnification of Seller by Buyer. Buyer and its successors ---------------------------------- and assigns shall indemnify and hold Seller harmless against and in respect of, and shall reimburse Seller for:
