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 and its successors ---------------------------------- and assigns shall indemnify and hold Seller harmless against and in respect of, and shall reimburse Seller for:
12.2.1 Any and all losses, liabilities, or damages resulting from any untrue representation, breach of warranty, or nonfulfillment of any covenant or agreement by Buyer contained herein or in any certificate, document, or instrument delivered to Seller hereunder;
12.2.2 Any claims for finder's fees or brokerage or other commissions by any person, firm, or corporation, arising by reason of any services alleged to have been rendered to or at the instance of Buyer with respect to this Agreement or any of the transactions contemplated hereby;
12.2.3 Any and all losses, liabilities, or damages resulting from Buyer's operation or ownership of the System after the Closing Date or relating to obligations undertaken by Buyer pursuant to the Assumption Agreement; and
12.2.4 Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. If any claim covered by the foregoing indemnity is asserted against Seller by a third party, Seller shall promptly give Buyer notice thereof and give Buyer an opportunity to defend or settle the same with counsel of Buyer's choice and at Buyer's expense. The failure to give Buyer prompt notice of any such claim shall not affect Buyer's obligations pursuant to this Section 12.2, except that Seller shall be responsible for any damages proximately incurred by Buyer as a result of such failure. Seller shall extend its full cooperation in connection with such defense, subject to reimbursement for actual out-of-pocket expenses incurred by Seller as the result of a request by Buyer. The settlement of any such claim by Seller prior to giving Buyer such opportunity or while Buyer is providing an appropriate defense, without Buyer's prior written consent (which consent shall not be unreasonably withheld or delayed), shall release Buyer from its obligations hereunder with respect to such claim or action so settled. No settlement which fails to contain a provision expressly negating any claim of wrongdoing on the part of Seller shall be entered into on behalf of Seller without its prior written consent. Such cons...
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. 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. 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:
(a) the inaccuracy or breach of any representation or warranty made by Buyer in Article 4 or any certificate delivered by Buyer pursuant to this Agreement;
(b) any nonfulfillment or breach by Buyer of any covenant or agreement made by or on behalf of Buyer under this Agreement or the Membership Interest Assignment; and
(c) any Post-Closing Employment Liabilities.
Indemnification of Seller by Buyer. Buyer hereby agrees to pay and assume Liability for, and does hereby agree to indemnify, protect, save and keep harmless Seller and their officers, directors and employees (the “Seller Indemnitees”), from and against any and all Losses imposed on, asserted against or incurred by Seller 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 Buyer in this Agreement;
(b) any breach or nonfulfillment of any covenant, agreement or other obligation of Buyer in this Agreement;
(c) the ownership or operation of the Purchased Assets after the Effective Time; and
(d) the Assumed Liabilities and Constructive Trust Liabilities.
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. Buyer shall defend, indemnify and hold Seller harmless from and against any and all Losses arising out of (i) any and all inaccurate representations and any and all breaches of covenants, agreements and certifications made by or on behalf of Buyer in this Agreement or in any document delivered by Buyer at Closing; (ii) the Assumed Obligations; (iii) all debts, liabilities and obligations of Seller incurred in or arising out of the operation of the Business and/or the Acquired Assets at the direction of the Buyer after the Effective Time, including, without limitation, all obligations and liabilities which arise or accrue in the operation of the Business or from the Acquired Assets at the direction of the Buyer after the Effective Time and all obligations and liabilities for taxes in connection with the transfer of any or all of the Acquired Assets after the Effective Time; and (iv) breaches of contract on the part of Buyer based upon a failure of performance of its obligations hereunder. Buyer shall not be liable with respect to any claim for the breach of any representation, warranty, covenant, agreement or certification made by or on behalf of Buyer in this Agreement or in any document delivered by Buyer at Closing, unless specific notice of a possible claim for indemnification with respect to such breach is given by Seller to Buyer (which notice shall identify with specificity the nature of the claim, the breach alleged and the reasons why a loss in respect of such matter is likely to occur) on or before the second anniversary of the Closing Date.
Indemnification of Seller by Buyer. Buyer shall indemnify and hold Seller and its Affiliates harmless against and in respect of any and all Losses that Seller or any of its Affiliates may at any time suffer or incur, or become subject to, as a result of or in connection with:
16.2.1 The Assumed Liabilities;
16.2.2 Any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of Buyer under this Agreement, or any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to Seller hereunder; and
16.2.3 Claims by third parties (including governmental authorities) relating to the operation and ownership by Buyer of the Assets and the conduct of the Business from and after the Effective Time.
