Purchaser’s Indemnity. Subject to Section 13, Purchaser agrees that it shall indemnity, defend and hold harmless the Power Producer, its permitted successors and assigns and their respective directors, officers, employees, contractors, sub-contractors, and agents (collectively, the "Power Producer indemnified Parties") from and against any and all Losses incurred by the Power Producer Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death or any Person or loss or cl6mage to property of any Person to the extent arising out of Purchaser's negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any rowel Producer Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Power Producer Indemnified Party.
Purchaser’s Indemnity. Purchaser agrees to indemnify Seller and hold them harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal and expert witnesses' fees and expenses) incurred by the Sellers to the extent that such Damages are occasioned by, caused by or arise out of:
Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless Seller and Seller’s Indemnitees from and against any and all loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees by reason of, or with respect to (i) any material breach of any of the representations, warranties or covenants made by Purchaser in the Agreement, (ii) the non-performance of any covenant or obligation required to be performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and after the Closing Date, (iv) events, contractual obligations, acts or omissions of Purchaser or any of its Affiliates or assignees of this Agreement that occur or accrue after Closing in connection with the ownership or operation of the Property, (v) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times after Closing, or (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that Seller would not bear if the Franchise Agreement was not terminated pursuant to the sale of the Property to Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.10, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligations referenced therein.
Purchaser’s Indemnity. Purchaser shall indemnify, hold harmless, and defend Sellers, their Affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Sellers or any of their Affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from:
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. 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. 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. Subject to the terms and conditions of this Article X, Purchaser shall indemnify, defend and hold harmless Seller, American Systems, and the Shareholder and Seller’s officers, employees, directors, agents, attorneys, and Affiliates harmless from and against all Damages asserted against or incurred by any or all of them by reason of or resulting from or based on:
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. Purchaser shall indemnify and hold harmless Seller against and in respect of any and all claims, damages, losses, costs, expenses (including reasonable legal, accounting and experts' fees and other fees and expenses incurred in the investigation or defense of any of the following, and any interest and penalties), obligations and liabilities which Seller may incur as a result of, arising in connection with or relating to which it may incur by reason of a material breach of any of the representations or warranties of Purchaser set forth in this Agreement.
