Indemnities of 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 or any Selling Subsidiary of its representations or warranties contained in Article IV;
(b) any breach by Seller or any Selling Subsidiary of its covenants and agreements under this Agreement; or
(c) any obligations or liabilities of, or act or omission by, Seller, any Seller Subsidiary, and any of their respective 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 or any Selling Subsidiary 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 or any Selling Subsidiary and attributable to the period of Seller’s or any Selling Subsidiary’s ownership of the Excluded Assets.
Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and otherwise in this Article XIII, Seller shall be responsible for, shall pay on a current basis, and hereby defends, indemnifies, holds harmless and forever releases Buyer and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all Liabilities, 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; or
(c) the Retained Liabilities; or
(d) the Excluded Assets.
Indemnities of Seller. (a) Subject to the provisions of this Article VIII, from and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, its Affiliates (including the Target Group), and their respective directors, officers, partners, members, equityholders, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any Losses or Claims that arise out of, relate to or result from any of the following described matters (herein collectively referred to as the “Seller Indemnified Liabilities”): (i) (A) any representation or warranty made by Seller in this Agreement (other than the representations and warranties in Section 4.13) or (B) the representations and warranties in Section 4.13, in each case, not having been true and correct as of the Closing Date (in the case of clauses (i)(A) and (i)(B), disregarding for all purposes, including for (I) purposes of determining whether such representation and warranty is true and correct and (II) purposes of determining the amount of any Losses or Claims resulting from any failure of any such representation or warranty to be so true and correct, any qualifications or limitations as to materiality, Target Material Adverse Effect or words of similar import (in each case, except for such qualifications or limitations in the Fundamental Representations and in Section 4.11(a), which shall not be disregarded)); (ii) any breach by or on behalf of Seller of any covenant or obligation of Seller in this Agreement or the Transaction Documents; (iii) any and all (A) Taxes of the Target Group with respect to any Pre-Closing Tax Period, (B) Taxes (other than Transfer Taxes) of Seller and its Affiliates (other than the Target Group), (C) Taxes for which the Target Group has any liability under Treasury Regulations Section 1.1502-6 or under any comparable or similar provision of state, local or foreign Laws as a result of being a member of an affiliated, consolidated, combined, unitary or similar group on or prior to the Closing Date,
Indemnities of Seller. Seller shall indemnify, defend and hold harmless Purchaser from and against any taxes that may at any time be asserted against Purchaser with respect to the sale of the Receivables to Purchaser, including any Taxes relating to any Financed Property, and any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes and including any such taxes imposed by the State of Nevada, or any political subdivision or taxing authority thereof, on the Receivables or any income therefrom, or on the Financed Property or on Purchaser as a result of the purchase of the Receivables hereunder (but not including any taxes imposed on the overall net income of Purchaser by the jurisdictions, or any political subdivision or taxing authority of any such jurisdictions, in which Purchaser has its principal office). Seller shall defend, indemnify, and hold harmless Purchaser from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from the management, use, ownership, or operation of any Financed Property by Seller or any Affiliate or other Person acting on its behalf. 44 Seller shall indemnify Purchaser for any and all costs, expenses, losses, damages, claims, and liabilities of any kind whatsoever that may be imposed on, incurred, or asserted against Purchaser as the result of any act or omission attributable to the original Custodian or any successor Custodian approved in writing by Seller (which approval shall not be unreasonably withheld), in any way relating to the maintenance and custody by the Custodian of the Custodian Receivable Files or arising from the transaction contemplated by the Custodial Agreement or the Agency Agreement. Seller shall indemnify, defend, and hold harmless Purchaser from and against any and all other costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon Purchaser through, the purchase of the Receivables or its participation in any of the transactions contemplated by this Agreement, whether attributable to Seller, any Obligor or any other Person (other than a successor Custodian or servicer which has not been approved in writing by Seller, which approval shall not be unreasonably withheld) including failure of Seller as servicer to provide notice of sale of any Financed Property to the related Obligor and failure to comply with app...
Indemnities of Seller. Seller agrees that it will protect, indemnify, defend and hold Buyer harmless from and against all Claims based upon or arising out of: (i) any claim for personal injury or property damage occurring on or about the Property prior to the Closing Date (except those resulting from Buyer's access to the Property prior to the Closing Date); and (ii) any liability or obligation which Buyer is not obligated to assume under this Agreement. Notwithstanding the foregoing sentence, Seller shall not be obligated to protect, defend indemnify or hold Buyer harmless from any Claims related to construction defects, soil subsidence or other similar claims related to the Land, the Lots or the Improvements or any other improvements of any kind made thereto or constructed thereon.
Indemnities of Seller. If the Closing occurs, regardless of any investigation made at any time by or on behalf of any Party or any information any Party may have, and regardless of the presence or absence of insurance, Seller shall indemnify and hold harmless Buyer and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay Buyer or its Indemnity Group any sum that Buyer or its Indemnity Group pays or becomes obligated to pay, on account of: (a) any breach or default in the performance by Seller or the Company of any covenant or agreement of Seller and/or the Company contained in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an inaccurate or erroneous representation made by Seller and/or the Company in this Agreement (provided, however, that for purposes of this Section 11.4, all qualifications relating to Knowledge, materiality, or the requirement of a Material Adverse Effect contained in such representations and warranties shall be disregarded, except for the requirement of a Material Adverse Effect contained in Section 3.2(j)), and (c) all Retained Liabilities; provided, however, the indemnity of Seller provided in this Section 11.4 shall not include Claims and Liabilities arising out of (X) Section 3.3(b), the sole and exclusive remedies for which are set forth therein, (Y) Section 3.3(f), the sole and exclusive remedy for which is set forth in Section 5.4, and (Z) Section 3.3(j) and Section 3.3(k) (insofar only as the latter representation and warranty relates to environmental matters), the sole and exclusive remedy for which remedy for which is set forth in Section 5.3.
Indemnities of Seller. Seller agrees that it will protect, indemnify, defend and hold Buyer harmless from and against all Claims based upon or arising out of: (i) any claim for personal injury or property damage occurring on or about the Property prior to the Closing Date (except those resulting from Buyer's access to the Property prior to the Closing Date); (ii) any liability or obligation which Buyer is not obligated to assume under this Agreement; and (iii) any loss or liability pertaining to, or resulting from, the drainage system installed on the Tooby property, which is adjacent to the eastern edge of the Land, including, without limitation, any stoppage of construction on, or sales of, the Lots caused by such drainage system or by any action or inaction by any Governmental Agency with respect to such drainage system. Notwithstanding the foregoing sentence, Seller shall not be obligated to protect, defend indemnify or hold Buyer harmless from any Claims related to construction defects, soil subsidence or other similar claims related to the Land, the Lots or the Improvements or any other improvements of any kind made thereto or constructed thereon.
Indemnities of Seller. Regardless of any investigation made at any time by or on behalf of any Party or any information any Party may have, and regardless of the presence or absence of insurance, Seller shall indemnify and hold harmless Buyer and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay Buyer or its Indemnity Group any sum that Buyer or its Indemnity Group pays or becomes obligated to pay, on account of: (a) any breach or default in the performance by Seller of any covenant or agreement of Seller contained in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an inaccurate or erroneous representation made by Seller in this Agreement (provided, however, that for purposes of this Section 9.4, all qualifications relating to materiality contained in such representations and warranties, except for Section 3.1(s), shall be disregarded); and (c) all Retained Liabilities.
Indemnities of Seller. Effective as of the Closing, subject to the limitations in this Article XIII, Seller shall be responsible for, and hereby agrees to defend, indemnify, hold harmless and forever release Buyer and its Affiliates and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all liabilities, arising from, based upon, related to or associated with:
(a) any act or omission by Seller involving or relating to the Excluded Assets;
(b) the Excluded Liabilities for the applicable time periods set forth therein;
(c) any breach of any representation or warranty made by Seller contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.11, and 4.17; and
(d) any breach of Seller’s covenants or agreements contained in Sections 6.5, 11.4.
Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 10.3, Seller hereby agrees to Indemnify the Buyer Indemnified Parties from and against any and all Losses to the extent arising out of or resulting from:
(a) any breach by Seller or the Company of any of their respective representations or warranties contained in Article 6 or Article 7 or in the certificate delivered at Closing pursuant to Section 2.11(a)(i);
(b) any breach by Seller of its covenants and agreements under this Agreement or in the certificate delivered at Closing pursuant to Section 2.11(a)(i);
(c) any of the Specified Obligations; or
(d) Seller Taxes;
