Indemnity by Buyer. Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.
Indemnity by Buyer. Buyer shall release, defend, indemnify and hold harmless Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller Group”) against and from any and all Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Products after the Electrical Delivery Point [or the Gas before or at the Gas Delivery Point]; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach of this Agreement; or (iv) resulting from Buyer’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent caused by the fault, willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this agreement, Buyer shall not be responsible under this Agreement for indemnifying Seller for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller any right or remedies with respect to PG&E Transmission, nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreements.]
Indemnity by Buyer. Buyer shall release, indemnify, defend, and hold harmless Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all Claims resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product received by Buyer under this Agreement after the Delivery Point, (ii) the failure by Buyer to comply with applicable Law, including without limitation the CAISO Tariff, or (iii) any Governmental Charges for which Xxxxx is responsible hereunder, 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 Buyer, Seller, or others, excepting only such Claim to the extent caused by the willful misconduct or gross negligence of Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives. DISPUTE RESOLUTION
Indemnity by Buyer. Buyer shall defend, indemnify, and hold Seller and the other Xxxx/JUN-AIR Units harmless from and against any and all liability, judgment, loss, damages, costs, and expenses (including but not limited to attorneys' and experts' fees) which any of them may hereafter suffer or pay out to a third party by reason of any claim, action, or right of action of a third party, at law or in equity, to the extent that any such claim, action, or right of action arises out of or relates to (i) Buyer's breach of Paragraph 13 (Intellectual Property Rights), 14 (Trademarks) or 20 (Export) above, (ii) Other Products, (iii) High Risk Applications, or (iv) compliance with any design, specification or requirement of Buyer.
Indemnity by Buyer. Buyer hereby agrees from and after the Closing to defend, indemnify and hold harmless Seller and its respective predecessors, successors, related entities, assigns and officers, directors and employees of any of the foregoing against and in respect of:
(a) Any and all losses and damages resulting from (i) any misrepresentations or breaches of warranty, agreement or undertaking by Buyer under this Agreement, or (ii) Buyer’s failure to perform or otherwise fulfill any of its respective agreements under this Agreement, or (iii) any and all third party actions, suits, proceedings, claims, liabilities and demands for damages of any type or nature whatsoever, resulting from the use, ownership or operation of the Property, arising or accruing on or after the Closing, including but not limited to liabilities for property damage, personal injury, bodily injury, consequential damages, punitive damages, fines, penalties, or other damages or injuries, pursuant to any and all causes of action, whether pursuant to contract, tort, statute or otherwise, directly or indirectly, arising out of or related to the Assets, including but not limited to the condition, design, safety, construction, workmanship, possession, mining, any other use of any Asset and any risk assumed by Buyer pursuant to this Agreement.
(c) Any and all third party actions, suits, proceedings, claims, liabilities, demands, assessments alleging matter encompassed by Sections 9.2(a), or judgments and costs and expenses of any action, suit or proceeding, including reasonable attorneys’ fees actually incurred incident to any of the foregoing or the indemnification provided hereby, including a successful defense.
Indemnity by Buyer. Following the Closing, Buyer shall indemnify Seller and its affiliates and each of its officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Buyer.
Indemnity by Buyer. Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product Delivered by Seller under this Agreement after receipt thereof by Buyer into Buyer’s WREGIS Account, including, without limitation, any loss, Claim, action or suit, for or on account of injury, bodily or otherwise, to or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.
Indemnity by Buyer. (a) Buyer hereby agrees to indemnify, defend and hold harmless Seller, Stanadyne, their subsidiaries and Affiliates, and each of their respective directors, officers, shareholders, owners, agents and Affiliates (collectively, the “Seller Indemnified Parties”) against and in respect of all Losses that arise out of or result from:
(i) the inaccuracy or breach of any representation or warranty made by Buyer herein for which Seller provides notice to Buyer (setting forth in such detail as is available facts necessary to evaluate such inaccuracy and to substantiate the Losses claimed) on or prior to the date that is eighteen (18) months after the Closing Date (except, with respect to any representation or warranty contained in §§5.1 (Organization of Buyer), 5.2 (Authority for Agreement) and 5.5 (Brokers’ Fees), which shall survive the Closing indefinitely; provided, however, that in the case of any representation or warranty that is limited by “material,” “Material Adverse Effect” or by any similar term or limitation, the occurrence of a breach or inaccuracy of such representation or warranty, as the case may be, and the amount of losses subject to indemnification hereunder shall be determined as if “material,” “Material Adverse Effect” or by any similar term or limitation were not included therein;
(ii) any breach of a covenant of Buyer contained herein or in any agreement or instrument required to be entered into in connection herewith to be performed prior to the Closing;
(iii) any breach of a covenant of Buyer contained herein or in any agreement or instrument required to be entered into in connection herewith to be performed after to the Closing; or
(iv) any Assumed Liability.
(b) The aggregate liability for Buyer under this §9.2 shall in no event exceed the Purchase Price. With respect to any indemnification obligation arising under §9.2(a)(i) or §9.2(a)(ii), (i) Buyer shall not be liable for Losses with respect to any claim unless such claim (together with other claims that arise out of the same set of facts or circumstances and are so reasonably related as to effectively constitute one claim) exceeds $5,000, and (ii) Buyer shall be liable in respect of Losses only if the aggregate of such Losses exceeds the Basket, in which case Buyer shall be liable for all such Losses (including those incurred prior to exceeding the Basket). In no event shall Buyer be obligated to indemnify Seller Indemnified Parties in respect of aggregate Losses arising under §9.2(a...
Indemnity by Buyer. Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfillment of any covenant or agreement on the part of Buyer contained in this Agreement or in any document given thereby in order to carry out the transactions contemplated hereby; and
(b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by Buyer contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby.
Indemnity by Buyer. Buyer shall indemnify and hold Seller harmless from and against, and shall pay to Seller the full amount of, any Claim resulting to Seller from any inaccuracy in any representation or warranty, or any breach of any covenant or agreement, by Buyer contained in this Agreement.
