Indemnification Seller agrees to indemnify and hold harmless Buyer, its affiliates, subsidiaries, directors, officers, employees and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards and damages of any kind and nature whatsoever for (a) property damage, (b) personal injury, (c) death (including without limitation injury to or death of employees of Seller or any of its suppliers thereof), (d) expenses,
Indemnification Seller shall indemnify and hold Buyer harmless for all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and other expenses arising from Seller’s failure to comply with this clause.
Indemnification Seller. During a period of 12 months commencing from the Effective Date of this Agreement, Seller shall indemnify and hold harmless the Buyer, its members, officers, directors, agents, employees, attorneys, accountants, consultants, subsidiaries, successors, affiliates and assigns (“Buyer Indemnitees”) from and against any and all losses, damages, expenses and liabilities (collectively “Liabilities”) or actions, investigations, inquiries, arbitrations, claims or other proceedings in respect thereof, including enforcement of this Agreement (collectively “Actions”) (Liabilities and Actions are herein collectively referred to as “Losses”) arising out of or related to the failure by Seller to fulfill its obligations under this Agreement. Losses include, but are not limited to all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of this Agreement or for any breach of this Agreement. The indemnification of Buyer by Seller shall be limited to an amount equal to the Purchase Price.
Indemnification Seller shall indemnify and hold harmless Buyer, and their respective officers, directors and shareholders (each an "Indemnified Party"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements from creditors or shareholders of the Seller suffered by such Indemnified Party incident to, resulting from or arising out of the preparation or performance under this Agreement or incident to any claims, actions or liabilities arising as a result of the conduct of the Business by the Seller.
Indemnification Seller agrees to indemnify, defend and hold Buyer, Buyer’s customers and anyone claiming through Buyer or Buyer’s customers harmless against any and all liabilities, costs, expenses (including attorneys fees), and losses whatsoever incurred by Buyer, Buyer’s customers and anyone claiming through Buyer as a result of any allegation grounded in breach of warranty, negligence, strict liability in tort orotherwise.
Indemnification Seller agrees to indemnify, defend and hold Buyer, its officers, agents and employees, harmless from any and all liability, loss, damage or expense which Buyer may suffer as a result of claims, demands, costs or judgments against it involving Seller's activities related to Purchase Orders or any failure by Seller to comply strictly with the warranties stated in Section 2 above or otherwise to fully and timely discharge its obligations under the Purchase Orders. This indemnity shall include the expense of any defense, including attorney's fees, and shall be in addition to any other remedies provided by law.
Indemnification Seller will defend, indemnify and hold harmless Cherokee County (Buyer), its parents, subsidiaries and affiliates, and its and their respective directors, officers, partners, employees, agents, successors and assigns (the "Indemnified Parties") against all claims, demands, lawsuits, damages, liabilities, losses, costs and expenses (including court costs and attorneys' fees) and judgments or settlements of any kind arising out of or resulting in any way from Seller's, or Sellers' agents', employees' and contractors' acts or omissions, or failure to comply with any obligations of this purchase order, or from any breach of any representation or warranty under the purchase order. Seller will not settle or compromise any such claim or consent to the entry of any judgment without the prior written consent of each respective indemnified Party and without an unconditional release of all claims by each claimant or plaintiff. This Section 9 survives termination or expiration of the purchase order. In any and all claims against the County or County Parties, by any employee of the Seller, anyone directly or indirectly employed by the Seller, or anyone for whose acts the Seller may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Seller under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the County and County Parties will survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions that occurred during the performance of this purchase order.
Indemnification Seller. Seller, with respect to the individual assets being sold to Buyer, to the extent not disclosed, agrees to indemnify and hold Buyer, its officers, directors, members and shareholders harmless against and in respect of (i) all obligations and liabilities of Seller whether accrued, absolute, fixed, contingent or otherwise, as of the Date of Closing not expressly assumed by Buyer pursuant to this Agreement, (ii) any claim, liability or damage incurred or sustained by Buyer as a result of any inaccuracy of or breach by Seller in any respect of any of their representations, warranties or obligations, or any breach of or failure by Seller to perform in any respect any of their covenants contained herein, or in certificates, or other documents delivered hereunder or pursuant hereto, for a period of one year from the Date of Closing; and (iii) all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Buyer in connection with any third party action, suit, proceeding, demand, claim, assessment or judgment incident to any of the matters indemnified against in this Section 11.1 provided, however, that in no event shall the Seller be liable for payment of any damages or indemnification in an aggregate in excess of the aggregate amount actually received by Seller from Buyer under this Agreement.
Indemnification Seller and Buyer each agree to indemnify and hold the other (references in this Section 10.12 to either party shall include its stockholders, officers and directors) harmless for a period of eighteen (18) months after the Closing Date as follows:
(a) Buyer agrees to indemnify and hold Seller harmless from and against, and to reimburse Seller promptly for, any and all loss, liability, damage, expense or cost (including court costs, litigation expenses and reasonable attorney's fees) arising from any claim made or asserted by a bona fide third party not a party or an affiliate of a party to this Agreement which Seller may suffer as a result of any action or omission of Buyer on or following the Closing Date in connection with the Deposits or other liabilities assumed by Buyer hereunder or any other aspect of the business operations of the Branch.
(b) Seller agrees to indemnify and hold Buyer harmless from and against, and to reimburse Buyer promptly for, any and all loss, liability, damage, expense or cost (including court costs, litigation expenses and reasonable attorneys' fees) arising from any claim made or asserted by a bona fide third party not a party or an affiliate of a party to this Agreement which Buyer may suffer a result of any action or omission of Seller prior to the Closing Date in connection with the Deposits or other liabilities assumed by Buyer hereunder or any other aspect of the business operations of the Branch or the lease covering the Branch as in effect prior to the Closing Date.
(c) The amounts recoverable by either party with respect to any such claims against the other shall reflect, and such other party shall only be obligated to pay, the net amount of damages suffered by the other party entitled to recovery after giving effect to any insurance proceeds recoverable with respect to such matters. Each party shall select counsel and pay for the defense of the other party with respect to any claim against which such paying party is obligated to indemnify such other party as provided in this Section 10.12. If such other party chooses to have counsel of its choosing in addition to that provided by the paying party, it may do so at its sole expense. Each party shall provide to the other written notice of any claim to which such other party's indemnity obligations hereunder do or may apply within thirty (30) business days after becoming aware of the existence of such claim, setting forth in such notice, in reasonable detail, the facts giving ri...
Indemnification Seller s obligation to indemnify Buyer for any cause, except for patent infringement as provided in this Acknowledgment shall be limited to the established sole negligent acts of Seller's agents and employees.
