Indemnities by Seller. Without limiting any other rights which Xxxxx Fargo may have hereunder or under applicable law, the Seller Representative and each Seller hereby agrees to indemnify Xxxxx Fargo and its assigns, officers, directors, employees and agents (each of the foregoing Persons being individually called an “Indemnified Party”), on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of the following:
(a) the transfer by a Seller of an interest in any Receivable to any Person other than Xxxxx Fargo;
(b) the breach of any representation or warranty made by the Seller Representative or any Seller under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by the Seller Representative or any Seller pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed made;
(c) the failure by the Seller Representative or any Seller to comply with any applicable law, rule or regulation with respect to any Receivable or Related Asset, or the nonconformity of any Receivable or the Related Asset with any such applicable law, rule or regulation, or resulting from an act of God, civil strife, war, currency restrictions, foreign political restrictions or regulations or any other circumstance beyond the control of the related Seller or the related Account Debtor;
(d) the failure by the Seller Representative or any Seller to remit to the appropriate tax authorities any VAT related the VAT Invoice Amount with respect to any Purchased Receivable that has not been paid in full for any reason other than the claim or existence of a Dispute or as a result of a Credit Reason with respect to the related Account Debtor;
(e) the failure to vest and maintain vested in Xxxxx Fargo a perfected security interest (as defined in the UCC) in the Purchased Receivables and the proceeds thereof, free and clear of any Lien other than a Lien arising solely as a result of an act of Xxxxx Fargo, whether existing at the time of the purchase of such Receivables or at any time thereafter;
(f) any Dispute of an Account Debtor to the payment of any Receivable or purported Receivable generated by the Seller Representative or any Seller (including, without ...
Indemnities by Seller. 40 SECTION 13.02.
Indemnities by Seller. Seller hereby agrees to indemnify Purchaser (together with its officers, directors, agents, representatives, shareholders, counsel and employees, each, an “Indemnified Party”) from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from any of the following: (i) the sale to Purchaser of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any respect when made; (iii) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A)
Indemnities by Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 and otherwise in this Article XII, Seller and its successors and assigns shall be responsible for, shall pay, and will defend, indemnify and hold harmless Buyer and its Affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities to the extent arising from, based upon, related to or associated with:
(a) any breach by Seller of its representations or warranties contained in Article IV;
(b) any breach by Seller of its covenants and agreements under this Agreement;
(c) any obligations or liabilities arising out of or relating to the ownership and operation of the Conveyed Interests by Seller prior to the Closing Date (to the extent not assumed by Buyer under Section 12.1); or
(d) any obligations or liabilities of, or act or omission by, Seller or its Affiliates involving or relating to the ownership, use or operation of the Excluded Assets or any other assets excluded from the Conveyed Interests pursuant to the terms hereof, including with respect to the transport or disposal or the arrangement for transport or disposal of any Hazardous Substances from the Excluded Assets operated by Seller to any location not on the Assets or the exposure of any Person or property to Hazardous Substances generated at or arising out of the operations of the Excluded Assets by Seller and attributable to the period of Seller’s ownership of the Excluded Assets.
Indemnities by Seller. Subject to Clause 8.1.3, the Seller hereby undertakes to the Purchaser (for itself and on behalf of each other member of the Purchaser’s Group (including any Delayed Vaccines Group Companies) and their respective directors, officers, employees and agents) that, with effect from Closing, the Seller will indemnify on demand and hold harmless each member of the Purchaser’s Group (including any Delayed Vaccines Group Companies) and their respective directors, officers, employees and agents against and in respect of any and all:
(i) Excluded Liabilities; and
(ii) Liabilities, including legal fees, to the extent they have arisen or arise (whether before or after Closing) as a result of or otherwise relate to any act, omission, fact, matter, circumstance or event undertaken, occurring or in existence or arising before Closing so far as related to: (A) any breach of any anti-bribery warranty, including without limitation those set forth in paragraphs 9.1 through 9.6 of Schedule 18, not being true and correct when made; (B) any government inquiries or investigations involving the Seller or its Affiliates or associated persons; (C) save to the extent in existence as at the date of this Agreement, any limitation, restriction or other reduction in drug registrations, licenses, listings or marketing approvals, government pricing or reimbursement rates relating to the Products including specifically the value of lost future profits as a result of any such limitation, restriction or reduction; or (D) any other claim, litigation, investigation or proceeding to the extent related to any of the foregoing (A) to (C), including but not limited to costs of investigation and defence and legal fees.
Indemnities by Seller. 31 9.2 Contribution..........................................................................33
Indemnities by Seller. Seller shall release, indemnify, defend, and hold harmless, on an After-Tax Basis, Buyer, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all actions, suits, losses, costs, damages, injuries, liabilities, claims, demands, penalties and interest, including reasonable costs and attorneys’ fees (“Claims”) resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product delivered under this Agreement up to and at the Delivery Point, (ii) Seller’s development, permitting, construction, ownership, operation and/or maintenance of the Project,
Indemnities by Seller. 17 Section 6.2 Other Costs and Expenses........................................20 ARTICLE VII MISCELLANEOUS.....................................................20
Indemnities by Seller. Seller shall release, indemnify, defend, and hold harmless, Buyer, its directors, officers, employees, agents, and representatives against and from any and all actions, suits, losses, costs, damages, injuries, liabilities, claims, demands, penalties and interest (“Claims”), including reasonable costs and attorneys’ fees, resulting from, or arising out of or in any way connected with this Agreement, including (i) any event, circumstance, act, or incident relating to the Product delivered under this Agreement up to and at the Delivery Point, (ii) Seller’s development, permitting, construction, ownership, operation and/or maintenance of the Facility, (iii) the failure by Seller or the failure of the Facility to comply with Applicable Laws, (iv) any Governmental Charges for which Seller is responsible hereunder, or (v) any liens, security interests, encumbrances, or other adverse Claims against the Product delivered hereunder made by, under, or through Seller, in all cases including, without limitation, any Claim for or on account of injury, bodily or otherwise, to or death of persons, or for damage to or destruction of property belonging to Xxxxx, Seller, or others, excepting only such Claim to the extent caused by the willful misconduct or gross negligence of Buyer, its Affiliates, and its and their directors, officers, employees, agents, and representatives.
Indemnities by Seller. 25 ---------------------
