Purchaser Claims. (a) Seller shall indemnify and hold harmless Purchaser, its successors and assigns, against, and in respect of:
Purchaser Claims. From and after the Closing, Seller will indemnify, defend and hold harmless Purchaser and its parents and Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Purchaser Group”), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) (collectively, “Damages”), and including costs and expenses incurred in connection with investigations, and settlement proceedings arising out of, with respect to or by reason of, the following (collectively, “Purchaser Claims”):
Purchaser Claims. Purchaser Claims" shall have the meaning assigned thereto in Section 13.3.
Purchaser Claims. From and after the Closing, Seller will indemnify, defend and hold harmless Purchaser and its parents and Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the "PURCHASER GROUP"), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) and including costs and expenses incurred in connection with investigations and settlement proceedings which arise out of, in connection with, or relate to, the following (collectively, "PURCHASER CLAIMS"):
Purchaser Claims. Except as otherwise provided in Section 7.5(f), Seller will indemnify, defend and hold harmless Purchaser and its Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the "Purchaser Indemnified Parties"), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, including reasonable legal, accounting and other expenses in connection therewith and costs and expenses incurred in connection with investigations and settlement proceedings ("Losses"), which arise out of, are in connection with, or relate to, the following (collectively, "Purchaser Claims"):
Purchaser Claims. Except as otherwise provided in Section 12.2.2, Seller will indemnify, defend and hold harmless Purchaser and each other member of the Purchaser Group, from and against any and all damages, claims, losses, liabilities, obligations, costs and expenses, including reasonable legal, accounting and other expenses, and the costs and expenses of any and all actions, suits, proceedings, demands, assessments, judgments, settlements and compromises, which arise out of or relate to the following (collectively, “Purchaser Claims”): any breach or violation by Seller of this Agreement, the Related Agreements or any agreement executed in connection with the transactions contemplated by this Agreement; any breach or inaccuracy of the representations or warranties of Seller set forth herein; any Third Party Claims resulting from or arising out of the development, financing, construction, testing and preparation of the Project for commercial operation or out of Seller’s ownership, use or operation of the Project or any Project Assets prior to and through the Asset Transfer Date, including without limitation actions or claims with respect to tax liabilities, claims by third parties in respect of contract, tort and other liabilities, and liabilities arising under the Financing Arrangements; any Third Party Claims resulting from Seller’s efforts to achieve Substantial Completion and Project Completion after the Closing; any Indemnifiable Loss resulting from or arising out of any Pre-Closing Environmental Conditions; any Indemnifiable Loss resulting from or arising out of the disposal, release or threatened release of Hazardous Materials by or on behalf of Seller or at Seller’s direction or by its or their arrangement; any loss or damages resulting from or arising out of Seller’s ownership or operation of the Excluded Assets after the Closing or that are related to the Excluded Liabilities; any Taxes for which Seller is responsible pursuant to Section 10.4; or except as otherwise provided in Section 10.1.3, any additional costs, liabilities or loss of revenues attributable to modifications to any Permit or Consent occurring in connection with the transfer of such Permit or Consent to Purchaser, if such transfer is not completed on or prior to Closing.
Purchaser Claims. From and after the Closing and subject to the provisions of this Article, the Company agrees to indemnify fully and hold harmless the Purchaser from and against any and all claims, demands, liabilities, damages, penalties, judgments, assessments, losses, costs and expenses in any case, whether arising under strict liability or otherwise (including reasonable attorneys' fees and expenses) (collectively, "Damages"), resulting from, arising out of, based on or relating to: any breach of or inaccuracy in any representation or warranty of the Company in this Agreement or any ancillary agreement or in any certificate furnished to the Purchaser pursuant to this Agreement; any breach of any covenant or agreement made by the Company in this Agreement; any civil, criminal or administrative action, suit, claim, hearing, investigation or proceeding (including any counterclaims or cross-claims), to which the Company is a party and that is pending on the date hereof or at the Closing, and whether brought, made or instigated by any governmental entity or any private person; or Notwithstanding anything in this Agreement to the contrary, for purposes of this Article, (x) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to Knowledge, materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language, and (y) the amount of Damages in respect of any breach of a representation or warranty (including any deemed breach resulting from the application of clause (x)) shall be determined without regard to any limitation or qualification as to Knowledge, materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, it being the intention of the parties hereto that (except as otherwise set forth in this Article) Purchaser shall be indemnified and held harmless from and against any and all Damages suffered or incurred by it resulting from, arising out of, based on or relating to the failure of any representation or warranty to be true, correct and complete in any respect, determined in each case without regard to any qualification as to Knowledge, materiality or Material Adverse Effect or similar language set forth ...
Purchaser Claims. (a) Subject to the limitations set forth in Sections 6.1(e) and 6.5 below, each Seller shall indemnify and hold harmless Purchaser (on a pro-rata basis among the Sellers in proportion to the Purchase Price received by each Seller)
Purchaser Claims. If there shall be any claim for indemnification by the Purchaser under this Section 12 or under the Distribution Agreement, all determinations by the Company relating thereto, including, without limitation, the choice and engagement of counsel, the defense and/or prosecution of any action and the terms and conditions of any settlement or compromise thereof, shall be made solely by the Company Designees (by majority vote thereof).
Purchaser Claims. Except as otherwise provided in Section 6.2(b) and Section 6.2(c), Seller will indemnify, defend and hold harmless Purchaser and its parents and Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Purchaser Group”), from and against all damages, claims, losses, liabilities and expenses, up to the limits set forth below plus reasonable legal, accounting and other expenses, which arise out of or result from the following (collectively, “Purchaser Claims”):
