Purchaser Claims. Following the Closing and subject to the limitations set forth herein, Seller will indemnify, defend and hold harmless Purchaser, and its Affiliates and their respective officers, directors, employees, agents, and representatives 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 (each a “Loss” and, collectively, “Losses”), to the extent arising out of the following: (i) any breach or violation of any covenant, obligation or agreement of Seller set forth in this Agreement; (ii) any breach or inaccuracy of any of the representations or warranties made by Seller in this Agreement; or (iii) the Excluded Business. (iv) The operation of the Business prior to the Closing
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Purchaser Claims. Following From and after the Closing and subject to the limitations set forth hereinClosing, Seller will indemnify, defend and hold harmless PurchaserPurchaser and its parents and Affiliates, and its Affiliates and each of their respective officers, directors, employees, agentsattorneys, and representatives agents and successors and assigns (collectively, the “Purchaser Indemnified Parties”"PURCHASER GROUP"), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, expenses (including reasonable legal, accounting and other expenses in connection therewith 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 (each a “Loss” and, collectively, “Losses”), to the extent arising out of the following:"PURCHASER CLAIMS"):
(i) any breach or violation of any covenant, obligation covenant or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of any of the representations or warranties made by Seller contained in this Agreement; orAgreement in Article 4;
(iii) the Excluded Business.Liabilities;
(iv) The any loss or damages resulting from or arising out of Seller's ownership or operation of the Business prior to Excluded Assets after the Closing; or
(v) any claims or attachments of Seller or any creditor of Seller against the Decommissioning Fund after the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Purchaser Claims. Following From and after the Closing and subject to the limitations set forth hereinClosing, Seller will indemnify, defend and hold harmless PurchaserPurchaser and its parents and Affiliates, and its Affiliates and each of their respective officers, directors, employees, agentsattorneys, and representatives agents and successors and assigns (collectively, the “Purchaser Indemnified Parties”"PURCHASER GROUP"), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, expenses (including reasonable legal, accounting and other expenses in connection therewith 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 (each a “Loss” and, collectively, “Losses”), to the extent arising out of the following:"PURCHASER CLAIMS"):
(i) any breach or violation of any covenant, obligation covenant or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of any of the representations or warranties made by Seller contained in this Agreement; orAgreement in ARTICLE 4;
(iii) the Excluded Business.Liabilities; and
(iv) The any loss or damages resulting from or arising out of Seller's ownership or operation of the Business prior to Excluded Assets after the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Purchaser Claims. Following From and after the Closing and subject to the limitations set forth hereinClosing, Seller will indemnify, defend and hold harmless PurchaserPurchaser and its Affiliates, and its Affiliates and each of their respective officers, directors, employees, agentsattorneys, and representatives agents and successors and assigns (collectively, the “Purchaser Indemnified PartiesGroup”), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, expenses (including reasonable legal, accounting and other expenses in connection therewith therewith) (collectively, “Damages”), and including costs and expenses incurred in connection with investigations investigations, and settlement proceedings arising out of, with respect to or by reason of, the following (each a “Loss” and, collectively, “LossesPurchaser Claims”), to the extent arising out of the following:):
(i) any breach or violation of any covenant, obligation covenant or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of any of the representations or warranties made by Seller contained in this Agreement; orAgreement in Article 4;
(iii) the Excluded Business.Liabilities; and
(iv) The operation any loss or damages resulting from or arising out of Seller’s ownership of the Business Assets prior to the Closing, except for any loss or damage resulting from or arising out of (x) Assumed Liabilities or (y) any Taxes payable by Purchaser pursuant to this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Arizona Public Service Co)
Purchaser Claims. Following From and after the Closing and subject to the limitations set forth hereinClosing, Seller will indemnify, defend and hold harmless PurchaserPurchaser and its parents and Affiliates, and its Affiliates and each of their respective officers, directors, employees, agentsattorneys, and representatives agents and successors and assigns (collectively, the “Purchaser Indemnified PartiesGroup”), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, expenses (including reasonable legal, accounting and other expenses in connection therewith therewith) and including costs and expenses incurred in connection with investigations investigations, and settlement proceedings which arise out of, in connection with, or relate to, the following (each a “Loss” and, collectively, “LossesPurchaser Claims”), to the extent arising out of the following:):
(i) any breach or violation of any covenant, obligation covenant or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of any of the representations or warranties made by Seller contained in this Agreement; orAgreement in ARTICLE 4;
(iii) the Excluded Business.Liabilities; and
(iv) The operation any loss or damages resulting from or arising out of Seller’s ownership of the Business Assets prior to the Closing, except for any loss or damage resulting from or arising out of Assumed Liabilities.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Purchaser Claims. Following From and after the Closing and subject to the limitations set forth hereinClosing, Seller will indemnify, defend and hold harmless PurchaserPurchaser and its parents and Affiliates, and its Affiliates and each of their respective officers, directors, employees, agentsattorneys, and representatives agents and successors and assigns (collectively, the “Purchaser Indemnified PartiesGroup”), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, expenses (including reasonable legal, accounting and other expenses in connection therewith therewith) (collectively, “Damages”), and including costs and expenses incurred in connection with investigations investigations, and settlement proceedings arising out of, with respect to or by reason of, the following (each a “Loss” and, collectively, “LossesPurchaser Claims”), to the extent arising out of the following:):
(i) any breach or violation of any covenant, obligation covenant or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of any of the representations or warranties made by Seller contained in this Agreement; orAgreement in Article 4;
(iii) the Excluded Business.Liabilities; and
(iv) The operation any loss or damages resulting from or arising out of Seller’s ownership of the Business Assets prior to the Closing, except for any loss or damage resulting from or arising out of (x) Assumed Liabilities or (y) any Taxes.
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Samples: Purchase and Sale Agreement (El Paso Electric Co /Tx/)