Purchasers Indemnities. Purchaser shall indemnify, defend, save and keep harmless Seller and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, and employees, including, without limitation, those persons engaged in any crew provisioning (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 Indemnified Expenses imposed on, incurred by or asserted against any Seller Indemnitee 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 obligation, representation or warranty hereunder, or (ii) from and after the date of Delivery of the first Aircraft hereunder, the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Aircraft or any engine or part thereof or interest therein, whether by Seller, Purchaser or any other person or party; provided, however, that such Indemnified Expenses are not attributable to the gross negligence or wilful misconduct of a Seller Indemnitee or the breach by Seller of any express warranty, representation or obligation hereunder. Purchaser shall indemnify, defend and hold harmless each of the Seller Indemnitees (and each of their respective successors and assigns) from and against all Indemnified Expenses arising from (i) the death of or injury to any employee, agent, representative or contractor of Purchaser or (ii) the loss of or damage to any property of Purchaser or any employee, agent, representative or contractor of Purchaser, in connection with or arising out of any activity of Purchaser or any employee, agent, representative or contractor of Purchaser, including, without limitation, with respect to any acceptance flight, demonstration flight, monitoring or inspection of the Aircraft and the correction of any non-conformities whether or not arising from the negligence of any such indemnified person.
Purchasers Indemnities. The Purchaser hereby:
Purchasers Indemnities. The Purchaser hereby agrees, upon the occurrence of the Closing, to indemnify and defend the Sellers and the Sellers' Affiliates against, and to hold the Sellers and the Sellers' Affiliates harmless from all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against or incurred by the Sellers or any of the Sellers' Affiliates in connection with or arising out of (i) acts or omissions of the Purchaser or the Purchaser's Representatives, or other matters or occurrences that take place after the Closing with respect to the Shopping Centers and relate to the ownership, maintenance or operation of the Shopping Centers, or (ii) any claims of the holders of the Existing Mortgages relating to occurrences taking place on or after the Closing Date. The Purchaser's obligations under this Section 15.1 shall survive the Closing. 15.2.
Purchasers Indemnities. Purchaser hereby agrees to, and does, indemnify and hold Seller and Hearthstone, and their respective Affiliates, members, partners, directors, officers, employees, and agents (the “Seller Indemnified Parties”) harmless from and against any and all Losses which Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
Purchasers Indemnities. Avenir, Avenir Trust and the Purchaser will, with respect to Claims made within the applicable Survival Period, subject to Section 8.4, indemnify the Vendor and the Shareholders, and any of their successors or permitted assignees, or heirs, or legal representatives (collectively, the "Vendor Indemnified Parties") from and against, and save and hold each Vendor Indemnified Party harmless from, all Claims against or affecting a Vendor Indemnified Party resulting from or attributable to any misrepresentation or breach of warranty made by Avenir, the Purchaser, or a breach by Avenir, the Purchaser or Avenir Trust of any of the covenants or agreements to be performed by Avenir, the Purchaser or Avenir Trust.
Purchasers Indemnities. (a) Without limiting or affecting, and in addition to, any other indemnity given by the Purchaser under this Agreement, the Purchaser indemnifies and will keep indemnified the Vendor, the Receiver and Manager and the NAB against any and all Claims made or incurred, arising directly or indirectly from, out of or by reason of:
Purchasers Indemnities. Subject to Section 6.8, Purchaser shall:
Purchasers Indemnities. (a) Pre-Closing Covered Items. Purchaser agrees to indemnify, hold harmless, and defend Seller against any and all claims, demands, actions, damages, costs, liabilities, losses or suits, including attorney's fees, for personal injury or property damage to which Seller may become subject in any way arising from the acts or omissions of persons entering the Real Property on behalf of the Purchaser pursuant to this Agreement prior to the Closing;
Purchasers Indemnities. (a) Except to the extent any Claim arises out of or relates to events or circumstances which constitute a breach of a representation, warranty or covenant of the Vendor under this Agreement for which the Vendor would be liable to indemnify the Purchaser pursuant to clause 11.1 and, subject to clauses 11.1 and 11.3, from and after Closing, the Purchaser shall be liable for and, as an independent covenant, shall indemnify, defend and save harmless the Vendor and its Related Parties from and against any and all Vendor's Losses that any of them may suffer, sustain, pay or incur and all Claims made against the Vendor or any of its Related Parties, in each case, to the extent:
Purchasers Indemnities. From and after the Closing, Purchaser shall assume liability for and fully protect, indemnify and defend Seller and its affiliates, as well as the directors, officers, agents and employees of each (collectively, "Seller Group") and hold them harmless from any and all expenses, claims, losses, damages, demands, suits and liabilities including attorneys' fees and costs of litigation of every kind (collectively, "Claims"), including without limitation those relating to injury to or death of persons, compliance with express and implied terms of any agreements to which the Properties may be subject and damage to or loss of property, (a) arising out of or connected directly or indirectly with ownership or operation of the Properties, accruing on or after the Effective Date, REGARDLESS OF THE CAUSE OR OF THE NEGLIGENT ACT OR OMISSION OR STRICT LIABILITY OF SELLER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, (b) resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of Purchaser hereunder, and/or (c) resulting from any draw that is made against Seller's letter of credit described in Section 3.07 above after Closing and prior to the release of such letter of credit and which creates a reimbursement obligation against Seller. Notwithstanding any provision contained in this Agreement to the contrary, Purchaser shall assume liability for and fully protect, indemnify, defend and hold Seller Group harmless against any and all costs and liabilities relating to the plugging and abandonment of any and all wells and platforms on the Properties. Purchaser shall xxxxxe liability for and fully protect, indemnify, defend and hold Seller Group harmless against any and all Claims for pollution and/or environmental damage of any kind and any fines or penalties assessed on account of such damage, caused by, arising out of, or in any way incidental to ownership or operation of the Properties if asserted on or subsequent to the Effective Date, EVEN IF ARISING FROM EVENTS OCCURRING OR CONDITIONS EXISTING PRIOR TO THE EFFECTIVE DATE AND REGARDLESS OF WHETHER OR NOT ARISING FROM, INCIDENTAL TO OR THE RESULT OF SELLER'S NEGLIGENCE OR FAULT IMPOSED BY LAW (WHETHER COMMON OR STATUTORY), RULE OR REGULATION OR STRICT LIABILITY OF SELLER, ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES. Purchaser shall further assume liability for and fully protect, indemnify, defend and hold Seller Group harmless against any and all costs and liabi...
