Common use of Indemnification of Seller Clause in Contracts

Indemnification of Seller. (a) Buyer hereby agrees to indemnity and hold Seller and its successors and assigns harmless from and against: (1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising from or related to the ownership of the Assets by Buyer subsequent to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement. (2) Any and all damage or deficiency resulting from any misrepresentations, breach of warranty, nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby. (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses incident to any of the foregoing provisions, including reasonable attorneys' fees incurred by Seller as the result of Buyer's failure or refusal to defend or compromise any claim. (b) If any claim or liability shall be asserted against Seller which would give rise to a claim by Seller against Buyer for indemnification under the provisions of this section, Seller shall promptly notify Buyer of the same and Buyer shall, at its own expense, compromise or defend any such claim; provided that Seller may, at its own cost and expense, join and cooperate with Buyer in the defense or compromise of such claim.

Indemnification of Seller. (a) Buyer hereby agrees to indemnity and hold Seller and its successors and assigns harmless from and against: (1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising from or related to the ownership of the Assets by Buyer subsequent to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement. (2) Any and all damage or deficiency resulting from any misrepresentations, breach of warranty, nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby. (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses incident to any of the foregoing provisions, including reasonable attorneys' fees incurred by Seller as the result of Buyer's failure or refusal to defend or compromise any claim. (b) If any claim or liability shall will be asserted against Seller which would give rise to a claim by Seller against Buyer for indemnification under the provisions of this section, Seller shall will promptly notify Buyer of the same and Buyer shallwill, at its own expense, compromise or defend any such claim; provided that Seller may, at its own cost and expense, join and cooperate with Buyer in the defense or compromise of such claim.

Indemnification of Seller. (a) Buyer hereby agrees to indemnity indemnify and hold Seller and its successors and assigns harmless from and against: (1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising from or related to the operational ownership of the Purchased Assets by Buyer subsequent to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement. (2) Any and all damage or deficiency resulting from any misrepresentations, breach of warranty, nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby. (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses incident to any of the foregoing provisions, including reasonable attorneys' fees incurred by Seller as the result of Buyer's failure or refusal to defend or compromise any claim. (b) If any claim or liability shall be asserted against Seller which would give rise to a claim by Seller against Buyer for indemnification under the provisions of this section, Seller shall promptly notify Buyer of the same and Buyer shall, at its own expense, compromise or defend any such claim; provided that Seller may, at its own cost and expense, join and cooperate with Buyer in the defense or compromise of such claim.

Indemnification of Seller. (a) Buyer Acquisition hereby agrees to indemnity indemnify and hold Seller and Seller, its successors and permitted assigns harmless from and againstagainst any and all liability, loss, cost or expense which Seller may suffer or become liable for as a result or in connection with: (1a) Any and all liabilities, obligations and claims, liabilities and obligations which arise from the operation of every kind and descriptionthe business of Tiercon after the Closing Date, contingent or otherwise, arising from or related other than to the ownership extent resulting from any malfeasance, misfeasance, negligence, or actions of the Assets by Buyer subsequent Seller or any matter referred to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement.in Section 7.1; and (2b) Any and all damage monetary damages or deficiency resulting from any misrepresentationsmisrepresentation, breach of warranty, and/or nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer covenant on the part of Noble and/or Acquisition under this Agreement, Agreement or resulting from any misrepresentation in or omission from any certificate certificate, schedule, list, or other instrument to be furnished by Noble and/or Acquisition to Seller pursuant to under this Agreement; provided, or in connection with any however, that within sixty (60) days after learning of the transactions contemplated hereby. (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses incident to any assertion of the foregoing provisions, including reasonable attorneys' fees incurred by Seller as the result of Buyer's failure or refusal to defend or compromise any claim. (b) If any claim or liability shall be asserted against which a Seller which would give rise to a claim by Seller against Buyer for claims indemnification under the provisions of this sectionhereunder, such Seller shall promptly notify Buyer of Acquisition and afford it the same and Buyer shall, opportunity to assume the defense or monetary settlement thereof at its own expenseexpense with counsel of its choosing, compromise and such Seller shall have cooperated fully to make available to Acquisition all pertinent information under its control or defend any such claim; provided that in its possession. Seller may, at its own cost and expense, shall have the right to join and cooperate with Buyer in the defense or compromise of any such claimclaim with counsel of its own choosing and at Seller's own expense.

Indemnification of Seller. Seller shall indemnify and hold Buyer harmless against and from any losses, claims, costs, demands, damages, suits or liabilities, including without limitation in each case the cost, expenses and attorney's fees reasonably incurred by Buyer resulting from, arising out of, incident to or based upon: (ai) Seller's ownership of the Assets and activities associated with the conduct of the Business prior to Closing; (ii) any breach of any of the representations, covenants or warranties provided in this Agreement, or any misrepresentation in any certificate or document delivered to Buyer hereby hereunder; or (iii) any claims by third parties with respect to products sold by Buyer prior to the Closing Date alleging strict liability in tort, express or implied warranty or contract seeking compensation for property damage, bodily injury and or death related to or arising out of, incident to or associated with the design, manufacture, sale, installation, operation, use, service and/or maintenance of any product associated with the Business prior to Closing. Seller agrees to indemnity keep, pay and perform all such liabilities and obligations not expressly assumed hereunder by Buyer and shall indemnify, defend and hold Seller harmless Buyer in respect thereto and its successors and assigns harmless from and against: any costs, expenses (1) Any and all claimsincluding reasonable attorneys' fees), or other liabilities incurred by Buyer with respect to such liabilities and obligations of every kind and description, contingent or otherwise, arising from or related to the ownership of the Assets by Buyer subsequent to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this AgreementSeller. (2) Any and all damage or deficiency resulting from any misrepresentations, breach of warranty, nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby. (3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses incident to any of the foregoing provisions, including reasonable attorneys' fees incurred by Seller as the result of Buyer's failure or refusal to defend or compromise any claim. (b) If any claim or liability shall be asserted against Seller which would give rise to a claim by Seller against Buyer for indemnification under the provisions of this section, Seller shall promptly notify Buyer of the same and Buyer shall, at its own expense, compromise or defend any such claim; provided that Seller may, at its own cost and expense, join and cooperate with Buyer in the defense or compromise of such claim.

Indemnification of Seller. (a) Buyer hereby Purchaser agrees to indemnity defend, indemnify and hold harmless Seller against and its successors and assigns harmless from and againstin respect of: (1a) Any and all claimsloss, liabilities and obligations of every kind and descriptioncost, contingent damage, expense or otherwise, arising from or related to the ownership of the Assets by Buyer subsequent to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement. liability (2including reasonable attorneys' fees) Any and all damage or deficiency resulting from any misrepresentations, misrepresentation or breach of warranty, nonfulfillment warranty or covenant on the part of any agreement or obligation assumed or required to be assumed by Buyer Purchaser under this AgreementAgreement or in any certificate, list, schedule, exhibit or from any misrepresentation in or omission from any certificate or other instrument furnished document delivered to Seller pursuant to this Agreement, under or in connection with any of this Agreement or the transactions contemplated hereby.herein; and (3b) Any and all actions, suits, proceedings, damagesclaims, demands, assessments, judgments, costs costs, and expenses (including reasonable attorneys' fees) incident to any of the foregoing provisionsforegoing, including reasonable attorneys' fees incurred by Seller as the result of Buyer's failure provided, however, that if any such action, suit, or refusal to defend or compromise any claim. (b) If any claim or liability proceeding shall be asserted against Seller which would give rise to a claim by Seller against Buyer for indemnification under the provisions of this sectioncommenced against, Seller shall promptly notify Buyer of the same and Buyer shall, at its own expense, compromise or defend any such claim; provided , demand, or assessment be asserted against, Seller in respect of which Seller proposes to demand indemnification, Purchaser shall be notified to that effect with reasonable promptness and shall have the right to assume control of the defense, compromise, or settlement thereof, including employment of counsel satisfactory to Seller, and in connection therewith Seller mayshall cooperate fully and make available to Purchaser all pertinent information under its control, and shall have the right to participate therein at its own cost expense with counsel of its choice and expense, join and cooperate to approve or reject any compromise or settlement which would not result in a full release of Seller with Buyer in the defense or compromise of respect to such claim, demand or assessment.

Indemnification of Seller. (a) Buyer BUYER hereby agrees to indemnity indemnify and hold Seller SELLER and its successors and assigns harmless from and against: (1) 7.2.1 Any and all claims, liabilities liabilities, taxes and obligations of every kind and description, contingent or otherwise, arising from or related to the ownership of the CNW Assets by Buyer BUYER subsequent to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement. (2) 7.2.2 Any and all damage or deficiency resulting from any misrepresentations, breach of warranty, nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer BUYER under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller SELLER pursuant to this Agreement, or in connection with any of the transactions contemplated hereby. (3a) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses incident to any of the foregoing provisions, including reasonable attorneys' fees incurred by Seller SELLER as the result of BuyerBUYER's failure or refusal to defend or compromise any claim. (b) If any claim or liability shall be asserted against Seller SELLER which would give rise to a claim by Seller SELLER against Buyer BUYER for indemnification under the provisions of this section, Seller SELLER shall promptly notify Buyer BUYER of the same and Buyer BUYER shall, at its own expense, compromise or defend any such claim; provided that Seller SELLER may, at its own cost and expense, join and cooperate with Buyer BUYER in the defense or compromise of such claim.

Indemnification of Seller. (a) Buyer hereby agrees to indemnity that notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of the Seller or of any information Seller may have in respect of such investigation, Buyer will indemnify and hold harmless the Seller and its successors each officer, director and assigns harmless affiliate of Seller (collectively, the “Seller Indemnified Parties”) from and against: (1) Any against any and all claimsdamages, liabilities and obligations of every kind and descriptionlosses, contingent or otherwise, arising from or related to the ownership of the Assets by Buyer subsequent to the Closing. Such claims, liabilities, and obligations includedemands, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement. (2) Any and all damage or deficiency resulting from any misrepresentations, breach of warranty, nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby. (3) Any and all actionscharges, suits, proceedings, damages, assessments, judgmentspenalties, costs and expenses incident (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (such amounts, net of any insurance proceeds and net of any tax benefits associated with the payment of any such amounts, collectively being referred to herein as “Indemnifiable Costs”), that any Seller Indemnified Party may sustain or to which any of the foregoing provisionsSeller Indemnified Parties may be subjected, including reasonable attorneys' fees incurred arising out of (a) any misrepresentation, breach or default by Seller as Buyer of or under any of the result representations and warranties, covenants, agreements or other provisions of Buyer's failure this Agreement or refusal to defend any agreement or compromise any claim. document executed in connection herewith; or (b) If any claim failure by the Buyer duly to perform or liability observe any term, provision, covenant or agreement in this Agreement on the part of the Buyer to be performed or observed. Notwithstanding the foregoing, Indemnifiable Costs shall not include (a) a Seller Indemnified Party’s own consequential or special damages, but shall include any consequential or special damages of a third party for which Seller may be asserted against Seller which would give rise liable or (b) claims based on a fact or event occurring subsequent to a claim by Seller against Buyer for indemnification under Closing (whether or not also occurring prior to the provisions date of this section, Seller shall promptly notify Buyer of the same and Buyer shall, at its own expense, compromise Agreement) which fact or defend any such claim; provided that Seller may, at its own cost and expense, join and cooperate with Buyer event is disclosed in the defense or compromise of such claimSchedules.