Purchasers Indemnities Sample Clauses
POPULAR SAMPLE Copied 1 times
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:
(i) subject to clause 9.3, caused by or arising out of or resulting from breaches of the representations or warranties made by the Purchaser in clause 9.16, for which written notice of such Losses and Liabilities or Claims with reasonable particulars shall have been provided by the Vendor to the Purchaser within twelve (12) months from the Closing Time;
(ii) caused by or arising out of or resulting from breaches of covenants made by the Purchaser in this Agreement;
(iii) caused by or arising out of the ownership or operation of the Assets by the Purchaser from and after the Closing Time;
(iv) arising out of the Vendor holding title (registered or otherwise) to any of the Assets after Closing in accordance with the terms of this Agreement, which relate to events or circumstances occurring after Closing; and
(v) caused by or arising out of or resulting from all Environmental Liabilities, however and by whomsoever caused, and whether such Environmental Liabilities occur or arise in whole or in part prior to, at or subsequent to the Closing Time. The Purchaser shall not be entitled to exercise and hereby waives any rights or remedies the Purchaser may now or in the future have against the Vendor in respect of such Environmental Liabilities, whether such rights and remedies are pursuant to the common law or statute or otherwise, including the right to name the Vendor as a third party to any action commenced by any Third Party against the Purchaser.
(b) From and after Closing, the Purchaser shall see to the timely performance of all Abandonment and Reclamation Obligations pertaining to the Assets. Subject to clauses 11.1 and 11.3, the Purchaser shall be liable to the Vendor for and shall, in addition, indemnify the Vendor and its Related Parties from and against, all Losses and Liabilities suffe...
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.
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:
a. Indemnifies the Vendor and its Agent from all claims or proceedings which may be brought against the Vendor or its Agent which in any way arise out of or are connected with the collection of the Equipment from the Location including without limitation, any claims by the owners of the properties in connection with any damage suffered or caused to these premises located at the Location, except to the extent that any claim arises directly from the negligence or wilful misconduct of the Agent and/or Vendor.
b. Waives, releases, discharges and relinquishes any and all claims that the Purchaser now has or may have against the Agent, the Agent’s affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives (“Indemnified Parties”) which are connected with, arise out of, relate to or are incidental to the use of any service offered by the Agent (including the online sales process) (“Services”), except to the extent that any claim arises directly from the Agent’s fraud, negligence or wilful misconduct.
c. Indemnifies and holds the Agent and the Indemnified Parties harmless from and against any and all claims, loss, damage, tax, liability and/or expense that may be incurred by the Indemnified Parties arising out of or in connection with the Purchaser’s negligence, wilful misconduct or breach of this Contract, including any legal costs, fees and expenses of defending themselves against any claim by any or all of the parties to any transaction and/or by any other person.
d. Indemnifies and holds the Agent and the Indemnified Parties harmless from any claim or demand, including legal fees on a full indemnity basis, made by any third party due to or arising out of a breach of this Contract by the Purchaser.
Purchasers Indemnities. Purchaser and its successors and assigns hereby agrees to, and does, indemnify and hold Seller, and its respective 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:
(a) any and all Actions arising out of Purchaser’s or its Affiliates’ operation of the Facilities after the Closing Date;
(b) any material breach of any representation and warranty by Purchaser hereunder or any material breach of any covenant and agreement to be performed by Purchaser before or after the Closing Date;
(c) any acts, omissions or negligence of Purchaser or any person claiming under Purchaser, or the contractors, agents, employees, invitees or visitors of Purchaser, in each case with respect to the Facilities after the Closing Date;
(d) any failure by Purchaser to pay any liabilities in connection with the Facilities attributable to periods after the Closing Date; or
(e) any material breach of any covenant or agreement by Purchaser hereunder to be performed on or after the Closing Date.
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. Subject to Closing occurring, Purchaser shall:
(a) be liable to Vendor for all Losses and Liabilities Vendor suffers, sustains, pays or incurs; and
(b) indemnify and save Vendor and Vendor's Related Parties harmless from and against all Losses and Liabilities suffered, sustained, paid or incurred by, and all Claims made against, it; in respect of which Vendor has provided written notice to Purchaser within [Redaction - time period] following Closing but only insofar as those Losses and Claims are a result of any Purchaser Default; provided that Purchaser shall not be liable to, or be required to indemnify and save harmless, Vendor or any of Vendor's Related Parties pursuant to this Section 6.2 in respect of:
(i) any Losses or Claims to the extent they result from a Vendor Default; or
(ii) any Losses or Claims to the extent they are caused or result from the Gross Negligence or wilful misconduct of Vendor or Vendor's Related Parties.
Purchasers Indemnities. From and after the Closing, the Purchaser shall be liable for and, as an independent covenant, shall indemnify, defend and save harmless the Sellers and, to the extent named or involved in any third party action or claim, their respective employees, directors, officers, representatives and related persons (collectively, the Seller Indemnified Persons) from and against any and all the Losses of the Seller Indemnified Persons that any of them may suffer, sustain, pay or incur to the extent:
(a) caused by or arising out of or resulting from breaches of the representations or warranties made by the Purchaser as of the date hereof or as of the Closing Date, for which written notice of such Losses with reasonable particulars shall have been provided by the Sellers to the Purchaser within 18 months after the Closing Date;
(b) caused by or arising out of or resulting from breaches of covenants made by the Purchaser in this Agreement for which written notice of such Losses with reasonable particulars shall have been provided by the Sellers to the Purchaser within 18 months of the Closing Date, for covenants to be performed prior to the Closing Date, or within 18 months after the date such covenant was to be performed, for covenants to be performed after the Closing Date; or
(c) caused by or arising out or resulting from any event of fraud by the Purchaser in connection with the transactions contemplated by this Agreement; The Parties acknowledge and agree that the periods set forth in this Section 9.2 constitute an agreed-upon statute of limitations for bringing Claims under this Section 9.2, notwithstanding anything to the contrary available under applicable Law.
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:
(a) any material inaccuracy, breach or default by Purchaser in any representations and warranties of Purchaser hereunder;
(b) any failure by Purchaser to perform any covenant, agreement or undertaking to be performed by Purchaser in any material respect;
(c) any and all actions, suits, litigation, arbitrations, procedures, investigations, or claims arising out of the ownership or operation of the Facilities after the Closing Date;
(d) the failure by Purchaser to pay when due the Promissory Note if such promissory Note was elected by Purchaser as part of the Purchase Price; or
(e) any failure by Purchaser to pay any liabilities or perform any duties in connection with the Facilities or the NHP Lease attributable to periods after the Closing Date.
Purchasers Indemnities. Subject to Section 9.8, and with the exception of items for which Purchaser is expressly indemnified hereunder, Purchaser covenants and agrees to defend, indemnify, protect, defend, and hold harmless the Sellers, and the Sellers’ respective affiliates, owners, members, partners, employees, lenders, agents and representatives, from and against any and all Claims (a) arising from the acts and omissions of Purchaser and its agents, employees and contractors occurring in connection with or as a result of, any inspections, tests or examinations of or to any of the Properties, (b) arising from the use, management, operation, rental, maintenance and ownership of any of the Properties, based upon acts, conduct or omissions occurring on or after the Closing Date; or (c) caused by or arising out of any material breach by Purchaser of its representations and warranties in this Agreement. The terms of this Section 6.1 shall survive the Closing until the Survival Date; except that the terms of clause (a) of this Section 6.1 shall survive indefinitely.