Common use of Purchaser Indemnity Clause in Contracts

Purchaser Indemnity. PURCHASER AND HSOA, ON A JOINT AND SEVERAL BASIS, SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST, EACH SELLER ENTITY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND AFFILIATES (EACH, A “SELLER INDEMNIFIED PARTY” AND COLLECTIVELY, THE “SELLER INDEMNIFIED PARTIES”), AND REIMBURSE THE SELLER INDEMNIFIED PARTIES FOR, ANY AND ALL LIABILITIES THAT MAY BE INCURRED BY, IMPOSED UPON OR ASSERTED AGAINST ANY SELLER INDEMNIFIED PARTY ARISING FROM OR RELATING TO (I) ANY INACCURACY IN OR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, OBLIGATION OR AGREEMENT OF THE PURCHASER OR HSOA CONTAINED HEREIN, OR IN ANY DOCUMENT OR INSTRUMENT DELIVERED PURSUANT HERETO, AND (II) ANY ACTION, CLAIM OR JUDICIAL OR OTHER PROCEEDING ASSERTED AGAINST ANY SELLER INDEMNIFIED PARTY ARISING FROM OR RELATING TO THE PURCHASER’S PERFORMANCE AND/OR MANAGEMENT OF SELLER CONSTRUCTION PROJECTS UNDER OR PURSUANT TO THE CONSULTING AGREEMENT.

Purchaser Indemnity. SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN Section 17.16, PURCHASER AND HSOA, ON A JOINT AND SEVERAL BASIS, SHALL INDEMNIFY, DEFEND INDEMNIFY AND HOLD HARMLESS SELLER INDEMNIFIED PARTIES, AND EACH OF THEM, FROM AND AGAINST ANY AND ALL CLAIMS INCURRED OR SUFFERED BY, ASSERTED AGAINST, EACH CHARGED TO OR RECOVERABLE FROM ANY OF SELLER ENTITY INDEMNIFIED PARTIES AND THEIR RESPECTIVE OFFICERSWHICH ARISE TO ANY EXTENT OUT OF OR ARE IN ANY MANNER CONNECTED WITH ANY BREACH OF ANY REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT BY PURCHASER OR ANY DEFAULT BY PURCHASER UNDER Section 12.2, DIRECTORSREGARDLESS OF WHETHER SUCH CLAIMS ARISE FROM ANY OF SELLER INDEMNIFIED PARTIES’ SIMPLE NEGLIGENCE; PROVIDED, AGENTS AND AFFILIATES (EACH, THAT NO SELLER INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNIFICATION FOR A “CLAIM TO THE EXTENT ARISING OUT OF SUCH SELLER INDEMNIFIED PARTY” AND COLLECTIVELY, THE “SELLER INDEMNIFIED PARTIES”), AND REIMBURSE THE SELLER INDEMNIFIED PARTIES FOR, ANY AND ALL LIABILITIES THAT MAY BE INCURRED BY, IMPOSED UPON ’S GROSS NEGLIGENCE OR ASSERTED AGAINST ANY SELLER INDEMNIFIED PARTY ARISING FROM OR RELATING TO (I) ANY INACCURACY IN OR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, OBLIGATION OR AGREEMENT OF THE PURCHASER OR HSOA CONTAINED HEREIN, OR IN ANY DOCUMENT OR INSTRUMENT DELIVERED PURSUANT HERETO, AND (II) ANY ACTION, CLAIM OR JUDICIAL OR OTHER PROCEEDING ASSERTED AGAINST ANY SELLER INDEMNIFIED PARTY ARISING FROM OR RELATING TO THE PURCHASER’S PERFORMANCE AND/OR MANAGEMENT OF SELLER CONSTRUCTION PROJECTS UNDER OR PURSUANT TO THE CONSULTING AGREEMENTWILLFUL MISCONDUCT.

Purchaser Indemnity. TO THE EXTENT NOT OTHERWISE PROVIDED HEREIN OR NOT INCONSISTENT WITH ANY OTHER PROVISION HEREOF, PURCHASER AND HSOAAGREES TO DEFEND, ON A JOINT AND SEVERAL BASIS, SHALL INDEMNIFY, DEFEND INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST: (A) ALL DEBTS, EACH SELLER ENTITY LIABILITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND AFFILIATES (EACH, A “SELLER INDEMNIFIED PARTY” AND COLLECTIVELY, THE “SELLER INDEMNIFIED PARTIES”), AND REIMBURSE THE SELLER INDEMNIFIED PARTIES FOR, ANY AND ALL LIABILITIES THAT MAY BE INCURRED BY, IMPOSED UPON OBLIGATIONS ARISING OUT OF OR ASSERTED AGAINST ANY SELLER INDEMNIFIED PARTY ARISING FROM OR IN ANYWAY RELATING TO THE OPERATION OF THE BUSINESS ACCRUING SUBSEQUENT TO THE CLOSING OR FROM EVENTS OCCURRING SUBSEQUENT TO THE CLOSING WITH RESPECT TO THE OWNERSHIP, MANAGEMENT, OPERATION, MAINTENANCE AND REPAIR OF THE BUSINESS; (IB) ANY INACCURACY IN ACTUAL LOSS, LIABILITY, OR BREACH DAMAGE SUFFERED OR INCURRED BY SELLER BECAUSE OF ANY REPRESENTATION, WARRANTY, COVENANT, OBLIGATION REPRESENTATION OR AGREEMENT OF THE PURCHASER OR HSOA WARRANTY CONTAINED HEREININ THIS AGREEMENT, OR IN ANY DOCUMENT FURNISHED TO SELLER BY PURCHASER IN CONNECTION WITH THE CLOSING HEREUNDER, SHALL BE FALSE OR INSTRUMENT DELIVERED PURSUANT HERETOMISLEADING IN ANY MATERIAL RESPECT; AND (C) ALL REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY SELLER IN CONNECTION WITH ANY SUIT, AND (II) PROCEEDING, DEMAND, ASSESSMENT OR JUDGMENT INCIDENT TO ANY ACTION, CLAIM OR JUDICIAL OR OTHER PROCEEDING ASSERTED OF THE MATTERS INDEMNIFIED AGAINST ANY SELLER INDEMNIFIED PARTY ARISING FROM OR RELATING TO THE PURCHASER’S PERFORMANCE AND/OR MANAGEMENT OF SELLER CONSTRUCTION PROJECTS UNDER OR PURSUANT TO THE CONSULTING AGREEMENTIN THIS PROVISION.