Indemnities of Sellers Sample Clauses

Indemnities of Sellers. Notwithstanding anything to the contrary contained in Section 8.1 herein, Sellers shall, jointly and severally, indemnify, defend and hold harmless Buyer, its Affiliates (including the Company) and their directors, officers, stockholders, agents, successors and permitted assigns from and against, and shall pay and reimburse the foregoing Persons for, any and all Losses relating to or arising out of: (a) any inaccuracy (or alleged inaccuracy if asserted by a third party) of any representation or warranty of Sellers or the Company contained in this Agreement or in any certificate or other document delivered by or on behalf of Sellers or the Company in connection herewith; and/or (b) any breach of any covenant or agreement of the Company or Sellers contained in this Agreement;
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Indemnities of Sellers. The Note Seller, severally, and all of the other Sellers, jointly and severally, agree to indemnify and hold harmless Pittencrieff and New PCI and their officers, directors, employees and agents against and in respect of all Pittencrieff Losses of such indemnified party. The term "Pittencrieff Losses" of an indemnified party shall mean all liabilities, judgments, assessments, losses, fines, penalties, costs (including reasonable attorney's fees and disbursements), damages and expenses arising out of or in respect of (x) a breach of any representation, warranty or covenant made by the Sellers, the Partnerships or the Corporations in this Agreement and any liability for Taxes or for liabilities arising under ERISA, in either case that are attributable to the Sellers, the Corporations, the Partnerships or any of their affiliates for periods prior to the Closing, notwithstanding any disclosure made in any Schedule to this Agreement relating thereto; or (y) any inaccuracy or misrepresentation in any Schedule to this Agreement or in any certificate delivered by the Sellers at Closing; or (z) any claim or action asserted by any third party arising out of or in connection with any event, act or omission occurring prior to the Closing in connection with the Sellers' Partnerships' or Corporations' conduct of business prior to the Closing. If and when any Pittencrieff Losses shall have been finally determined under this Section 13, Sellers shall, if pursuant to a third party action, pay to any third party that part of the Pittencrieff Losses due to such third party and, if the indemnified party has incurred any portion of the Pittencrieff Losses, pay to the indemnified party such portion in reimbursement thereof. In no event shall there by any duplication of payment of the Pittencrieff Losses. Notwithstanding the foregoing, the indemnification obligations hereunder with respect to the San Diego Systems shall be solely the obligation of AMI.
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Indemnities of Sellers. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and otherwise contained in this Article XIII, each Seller, severally and not jointly, is responsible for, shall pay on a current basis and agrees to defend, indemnify and hold harmless 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 such Seller involving or relating to the Excluded Assets or any other assets excluded from the Assets pursuant to the terms hereof; (b) any claim for personal injury or death relating to the Assets and arising out of or attributable solely to the period prior to the Closing Date; (c) the proper payment of all royalties, overriding royalties, and other payments applicable to Sellers’ interest due under the Leases prior to the Closing Date; (d) as to the period prior to the Closing Date, the disposal of substances produced from the Xxxxx at a location off of the lands covered by the Leases; provided that any claim by any Buyer Indemnified Party for Losses incurred pursuant to this subsection (d) must be made on or prior to the six-month anniversary of the Closing Date; (e) any breach by such Seller of its representations or warranties contained in Article III that survive Closing; or (f) any breach by such Seller of its covenants and agreements contained in this Agreement.
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Indemnities of Sellers. (a) Sellers shall, to the fullest extent permitted by law, protect, defend, indemnify, and hold Buyer and its affiliates, including its directors, officers, employees, agents, and representatives of each of them, harmless from and against any and all Claims attributable to or arising out of (i) any act or omission by Sellers involving or related to the Interests occurring before the Effective Time, except as limited in (x), (y) and (z) below, (ii) the matters set forth on Exhibit "E" hereto, and (iii) the breach by Sellers of the representations contained in Section 7 hereof; provided, however, this indemnity is limited and shall not cover or include (x) matters pertaining to title to the Interests, all of which will be governed by Section 4 hereof, (y) any Claims with respect to any and all gas balancing liabilities and obligations or alleged or threatened liabilities and obligations, all of which will be governed by Section 14 hereof, or (z) any Claims with respect to any violation of Environmental Laws (regardless of the dollar amount in issue) waived pursuant to Section 13 hereof.
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Indemnities of Sellers. (a) Effective as of the Closing, each Seller hereby agrees to Indemnify the Purchaser Indemnified Parties from and against any and all Losses actually suffered or incurred by the Purchaser Indemnified Parties in excess of the Representation and Warranty Policy Limit to the extent arising out of or resulting from: (i) any breach of any of the Seller Representations given by such Seller resulting from the Fraud of such Seller; or (ii) any breach of any of the Company Representations resulting from the Fraud of such Seller or the Fraud of any Seller of which such Seller has actual knowledge. (b) Notwithstanding anything to the contrary herein: (i) the indemnification obligations of each Seller pursuant to Section 6.2(a) shall survive the Closing and continue in full force and effect for all claims asserted pursuant to Sections 6.3 and 7.2 (in accordance with and subject to the limitations of this Article 6) by March 31, 2026; (ii) the maximum aggregate recovery from any Seller for all claims pursuant to Section 6.2(a) shall not exceed and shall be limited to the portion of the Purchase Price received by such Seller; (iii) the obligations of Seller(s) to indemnify the Purchaser Indemnified Parties pursuant to (A) Section 6.2(a)(i) are several (and not joint or joint and several) and (B) subject to Section 6.4(b), Section 6.2(a)(ii) are joint and several solely for such Seller(s) who committed such Fraud and such Seller(s) who had actual knowledge of such Fraud prior to Closing; (iv) each Seller is solely and separately liable only for its own Fraud in connection with the Seller Representations; and (v) subject to Section 6.4(b) and Section 7.3, the indemnification provisions of this Article 6 shall be the sole and exclusive remedies of the Purchaser Indemnified Parties for any breach by any Seller of the representations and warranties in this Agreement, and the provisions of Section 7.3 shall be the sole and exclusive remedies of the Purchaser Indemnified Parties for any failure by any Seller to perform and comply with any covenants and agreements in this Agreement.
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Indemnities of Sellers. Assertion of Claims; Notices; Defense; Settlement. 33 -------------------------------------------------- 9.6 Limitation on Damages. 34 --------------------- 9.7
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Indemnities of Sellers. 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, each 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 that Seller of any covenant or agreement of that 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 that 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 that Seller's Retained Liabilities.
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Indemnities of Sellers 
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Related to Indemnities of Sellers

  • Indemnities of Servicer The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

  • Liability of Seller; Indemnities The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

  • Indemnification of Sellers Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

  • Indemnification of Seller Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to: (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract; (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

  • LIABILITY OF THE SELLER; INDEMNITIES SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC under these Master Terms and each related Purchase Agreement. (i) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interest.

  • Representations and Indemnities of Broker Relationships Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Indemnities Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.

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