Purchaser’s Indemnity Sample Clauses

Purchaser’s Indemnity. The Purchaser hereby agrees to indemnify the Seller against, and to hold the Seller harmless from, all claims, demands, causes of action, losses, damages, obligations, debts, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements actually incurred) (collectively, "CLAIMS") asserted against or incurred by the Seller in connection with or arising out of (a) the ownership, maintenance or operation of the Facilities and attributable to events occurring on or after the Closing, during the Purchaser's ownership of the Facilities, and at any time after the Purchaser or any of its affiliates (other than OpCo) takes over the operation of the Facilities following an Event of Default under the Facilities Lease, or (b) a breach of any representation, warranty or covenant of the Purchaser contained in this Agreement not disclosed to or actually known by the Seller at or before Closing. The Purchaser's obligations under this Section 11.1 shall survive the Closing until the expiration of any applicable statute of limitations for making or bringing such claims, demands, or causes of action. Notwithstanding anything to the contrary contained herein, the Purchaser's indemnity obligations hereunder (i) will not extend to Claims arising out of the negligence, willful misconduct or fraud of the Seller, and (ii) with respect to indemnification claims under clause (b) of this Section 11.1, (x) for a period of two (2) years following the Closing Date, shall not arise until the aggregate Claims arising during such period and resulting from the breach exceed $1,000,000, at which time such indemnity obligations shall cover all Claims, and (y) after two (2) years following the Closing Date, shall not arise until the aggregate Claims arising during such period and resulting from the breach exceed $10,000,000, at which time such indemnity obligations shall cover all Claims.

Purchaser’s Indemnity. Purchaser agrees to indemnify and hold Seller harmless from any loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys' fees) arising from: (a) the inspections, test and studies conducted pursuant to Article 6.1 and (b) the filing of any liens or other encumbrances that may arise out of Purchaser's inspection, repair or construction of improvements upon the Property.

Purchaser’s Indemnity. Purchaser agrees that it will indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which the Seller Indemnitees may become subject to or which are incurred in connection with, arise out of, result from, or are attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchaser, (iii) any and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the Assets.

Purchaser’s Indemnity. Purchaser shall defend, indemnify and hold harmless Contractor, and its directors, officers, employees, shareholders and agents, from and against any Losses attributable to third party claims for bodily injury or property damage, but only if such Losses were caused by, or resulted from, negligent acts or omissions of Purchaser or its employees or representatives.

Purchaser’s Indemnity. Subject to the terms and conditions of this Article 8, Purchaser agrees to indemnify, defend and hold Seller and its officers, directors, agents, attorneys and affiliates harmless from and against all Damages asserted against or incurred by Seller by reason of or resulting from any of the following: (a) A breach by Purchaser of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto; (b) Any product liability or breach of warranty claims relating to products sold by Purchaser, and all general liability claims relating to the Assets, the Real Estate or the Business arising out of or relating to occurrences of any nature after the Closing; (c) Any obligation or liability with respect to the Employees arising out of or relating to occurrences of any nature after the Closing; (d) Any tax filing or return or payment made, or position taken, by Purchaser, after Closing, which any governmental authority challenges and which results in an assertion of Damages against Seller; or (e) The failure of Purchaser to pay, perform and discharge any of the Assumed Obligations.

Purchaser’s Indemnity. Purchaser shall indemnify and hold harmless Seller and its officers, directors, employees and agents from all Losses resulting from third party claims (excluding Seller, Subcontractors or anyone directly controlled, directed, employed or supervised by any of them) alleging or resulting from the death or injury to any person or damage or destruction to any property, to the extent: (i) caused by negligence, willful misconduct, or reckless, intentional or otherwise tortious act or omission, including strict liability, of Purchaser, EPC Contractor or anyone directly controlled, directed, employed, or supervised by Purchaser or EPC Contractor (other than Seller or Subcontractors), (ii) arising, with respect to employees of Purchaser or EPC Contractor or anyone directly controlled, directed, employed or supervised by Purchaser or EPC Contractor (other than Seller or its Subcontractors) under any workers’ compensation, disability or similar benefits act; (iii) during the implementation of the Work or any curative action during the Warranty Period, under any scaffolding or structural work law or laws relating to the protection of land adjacent to that of Purchaser, caused by any act or omission which is negligent, reckless, intentional, or otherwise is not Seller’s strict liability; or (iv) caused by the violation or alleged violation of any governmental requirements (including any fines or penalties, except to the extent made greater by conduct of Seller or Subcontractors) by Purchaser or EPC Contractor or anyone directly or indirectly employed or supervised by Purchaser or EPC Contractor. In any and all claims against Purchaser hereunder, the indemnification obligation stated above shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Purchaser or for anyone directly or indirectly employed or supervised by Purchaser under the applicable workers’ compensation act, disability acts, or other employee benefits act.

Purchaser’s Indemnity. Purchaser agrees to indemnify and hold Seller --------------------- harmless of and from all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees) which the Seller may suffer or incur by reason of any liability, debt, act or cause of action occurring and accruing on or subsequent to the Closing Date and arising from the ownership or operation of the Hotel by Purchaser subsequent to the Closing Date, including but not limited to any claims by employees of Purchaser or third parties covered by insurance carried by Purchaser.

Purchaser’s Indemnity. Subject to the terms and conditions of this Article VI, Purchaser hereby agrees to indemnify, defend and hold Seller and its officers, directors, agents, attorneys and affiliates harmless from and against all Damages asserted against or incurred by Seller by reason of or resulting from a breach by Purchaser of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto, or the failure to perform any other condition imposed on Purchaser hereunder.

Purchaser’s Indemnity. 11.3.1. During the Survival Period (or thereafter solely with respect to any Indemnity Claim made prior to the expiration of the applicable Survival Period), from and after the Closing Date, Purchaser shall indemnify and hold harmless Seller and its Affiliates from and against any and all Losses incurred or suffered by Seller, its Affiliates, and their respective officers, directors, employees, agents and Representatives, arising out of, resulting from, or relating to: (a) Any breach of any of the representations or warranties made by Purchaser in this Agreement or in any agreement, certificate or other instrument delivered by Purchaser pursuant to this Agreement; (b) Any failure by Purchaser to perform any of its covenants or agreements contained in this Agreement or in any agreement, certificate or other instrument delivered by Purchaser pursuant to this Agreement; (c) Any claims by third parties arising from, relating to, or out of the ownership or operation of the System or the Assets after the Closing Date; or (d) Any claims with respect to the Assumed Liabilities.