Common use of Seller Claims Clause in Contracts

Seller Claims. From and after the Closing Date, Purchaser shall indemnify, defend and hold harmless the Seller Group from and against any and all Losses which arise out of or relate to the following (collectively, “Seller Claims”), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any person included in the Seller Group or any other Person: (i) any breach or violation of any covenant, obligation or agreement of Purchaser set forth in this Agreement or the Ancillary Agreements; (ii) any breach or inaccuracy of any of the representations or warranties made by Purchaser in this Agreement or the Ancillary Agreements, whether such representation or warranty is made as of the Effective Date or the Closing Date or in any certificate to be delivered by Purchaser pursuant hereto; provided, that for purposes of determining the amount of Losses sustained or incurred thereby, for purposes of this Section 7.2(a), such representations and warranties shall be interpreted without giving effect to the words “material”, “materially”, “Material Adverse Effect”, or words of similar effect; (iii) any Third Party Claim relating to or arising out of the ownership, operation or use of any of the Transmission Assets, to the extent relating to any period of time after the Closing Date; (iv) any personal injury or physical property damage to the Purchased Assets, the Transmission Assets or other property arising out of the acts or omissions of any officer, director, employee, agent or representative of Purchaser or of any consultant selected by Purchaser in the performance of the activities described in Section 6.10(c); or (v) any other matter relating to the business of Purchaser or the Transmission Assets, to the extent arising during and relating solely to any period of time after the Closing Date.

Seller Claims. From and after the Closing Date, Purchaser shall indemnify, defend and hold harmless the Seller Group from and against any and all Losses which arise out of or relate to the following (collectively, “"Seller Claims”"), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any person included in the Seller Group or any other Person: (i) : any breach or violation of any covenant, obligation or agreement of Purchaser set forth in this Agreement or the Ancillary Agreements; (ii) ; any breach or inaccuracy of any of the representations or warranties made by Purchaser in this Agreement or the Ancillary Agreements, whether such representation or warranty is made as of the Effective Date or the Closing Date or in any certificate to be delivered by Purchaser pursuant hereto; provided, that for purposes of determining the amount of Losses sustained or incurred thereby, for purposes of this Section 7.2(a), such representations and warranties shall be interpreted without giving effect to the words “"material”", “"materially”", “"Material Adverse Effect”", or words of similar effect; (iii) ; the failure of Purchaser to pay, perform or discharge any of the Assumed Liabilities as and when due; any Third Party Claim relating to or arising out of the ownership, operation or use of any of the Transmission AssetsPurchased Assets (but excluding the Excluded Assets and the Excluded Liabilities), to the extent relating to any period of time after the Closing Date; (iv) ; any personal injury or physical property damage to the Purchased Assets, the Transmission Assets or other property arising out of the acts or omissions of any officer, director, employee, agent or representative of Purchaser or of any consultant selected by Purchaser in the performance of the activities described in Section 6.10(c6.11(c); or (v) or any other matter relating to the business of Purchaser or the Transmission AssetsPurchased Assets (but excluding the Excluded Assets and the Excluded Liabilities), to the extent arising during and relating solely to any period of time after the Closing Date, or any Assumed Liability.

Seller Claims. From and after the Closing Date, (a) Purchaser shall indemnify, defend indemnify and hold harmless the Seller Group from Seller, its successors and against any assigns, against, and all Losses which arise out of or relate to the following (collectively, “Seller Claims”), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any person included in the Seller Group or any other Personrespect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by Seller that result from, relate to, or arise out of: (A) Any failure by Purchaser to carry out any breach or violation of any covenant, obligation covenant or agreement of Purchaser set forth contained in this Agreement or the Ancillary AgreementsAgreement; (iiB) any Any material misrepresentation or breach or inaccuracy of any of the representations or warranties made warrant by Purchaser contained in this Agreement Agreement, the Disclosure Schedule, or the Ancillary Agreementsany certificate, whether such representation or warranty is made as of the Effective Date or the Closing Date or in any certificate furnished to be delivered Seller by Purchaser pursuant hereto; providedor (C) Any claim by any Person for any brokerage or finder’s fee or commission respect of the transactions contemplated hereby as a result of Purchaser’s dealings, that for purposes agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of determining the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to Seller from any matter set forth in subsection (i) above. (b) The amount of Losses sustained or incurred thereby, for purposes any liability of Purchaser under this Section 7.2(a), 7.3 shall be computed net of any tax benefit to Seller from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Seller with respect to the matter out of which such liability arose. (c) The representations and warranties of Purchaser contained in this Agreement or any certificate delivered by or on behalf of Purchaser pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period until the expiration of any application statutes of limitation provided by law (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period shall be interpreted without giving effect extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the words “material”claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, “materially”, “Material Adverse Effect”decided, or words of similar effect;adjudicated. (iiid) any Third Party Claim relating Seller shall provide written notice to or arising out of the ownership, operation or use Purchaser of any of the Transmission Assetsclaim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Seller’s ability to assert any such claim except to the extent relating that Purchaser is actually prejudiced thereby, provided that such notice is received by Purchaser during the applicable Survival Period. Seller shall make commercially reasonable efforts to mitigate any period of time after the Closing Date; (iv) damages, expenses, etc. resulting from any personal injury or physical property damage matter giving rise to the Purchased Assets, the Transmission Assets or other property arising out of the acts or omissions of any officer, director, employee, agent or representative liability of Purchaser or of any consultant selected by Purchaser in the performance of the activities described in Section 6.10(c); or (v) any other matter relating to the business of Purchaser or the Transmission Assets, to the extent arising during and relating solely to any period of time after the Closing Dateunder this Article.

Seller Claims. From and after the Closing Date, Purchaser shall indemnify, defend and hold harmless Seller, its parents and Affiliates and each of their respective officers, directors, employees, attorneys, agents and successors and assigns (collectively, the "Seller Group Group"), from and against any and all Losses which arise out of or relate to the following (collectively, “"Seller Claims”"), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any person Person included in the Seller Group or any other Person, except, in the case of any Seller Claims under clause (iii), (iv) or (v) of this Section 7.2(a), to the extent caused by the intentional misconduct or gross negligence of such Person included in the Seller Group: (i) any breach or violation of any covenant, obligation or agreement of Purchaser set forth in this Agreement or the Ancillary AgreementsAgreement; (ii) any breach or inaccuracy of any of the representations or warranties made by Purchaser in this Agreement or the Ancillary Agreementsin ARTICLE 5, whether such representation or warranty is made as of the Effective Date or the Closing Date or in any certificate to be delivered by Purchaser pursuant hereto; provided, that for purposes of determining whether there has been a misrepresentation or breach of representation or warranty and the amount of Losses sustained or incurred thereby, for purposes of this Section 7.2(a), such representations and warranties shall be interpreted without giving effect to the words “"material”", “"materially”", “"Material Adverse Effect”", or words of similar effect; (iii) if the Closing occurs, the failure of Purchaser to pay, perform or discharge any of the Assumed Liabilities as and when due; (iv) if the Closing occurs, any Third Party Claim relating to or arising out of the ownership, operation or use of any of the Transmission Purchased Assets, including the Project or any other matter relating to the Business or the Purchased Assets (but excluding the Excluded Assets), to the extent relating to any period of time after the Closing Date; or (v) if the Closing occurs, any other matter relating to the business of Purchaser or the Purchased Assets, to the extent relating to any period of time after the Closing Date; (iv) any personal injury , or physical property damage to the Purchased Assets, the Transmission Assets or other property arising out of the acts or omissions of any officer, director, employee, agent or representative of Purchaser or of any consultant selected by Purchaser in the performance of the activities described in Section 6.10(c); or (v) any other matter relating to the business of Purchaser or the Transmission Assets, to the extent arising during and relating solely to any period of time after the Closing DateAssumed Liability.

Seller Claims. From Except as hereinafter set forth, Purchaser shall indemnify and hold harmless Seller, Parent and their successors and assigns, and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, including, without limitation, reasonable legal, accounting, investigatory and any other expenses (collectively "Claims"), which may arise out of (a) any actual or alleged failure of Purchaser to discharge in a timely manner any of the Assumed Liabilities; (b) any misrepresentation or other breach or violation by Purchaser of the representations, warranties, covenants and agreements contained in this Agreement or any schedule or exhibit hereto; (c) the operation of Purchaser's business subsequent to Closing (except for Claims arising from the Excluded Liabilities that arise after the Closing Date, ); (d) the failure of Purchaser shall indemnify, defend and hold harmless the Seller Group from and against to comply with applicable bulk sale laws; (e) failure of Purchaser to pay or discharge any and all Losses which arise out of or relate liability with respect to taxes on its Business for periods subsequent to the following Closing Date; (collectively, “Seller Claims”), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of f) any person included in the Seller Group claim that any service performed or any other Person: product manufactured, distributed or sold by Purchaser, or any of its predecessors, or its or their subsidiaries or affiliates subsequent to the Closing Date, was defective or noncompliant with any express or implied warranty without regard to the legal theory under which redress may be sought, i.e., tort, breach of contract or strict liability; or (g) any of the following conditions or occurrences relating to the environment; (i) any breach clean-up, corrective removal or violation remedial actions, or property damage arising out of any covenant, obligation or agreement of Purchaser set forth in this Agreement or condition existing with respect to the Ancillary Agreements; Purchaser's Business subsequent to the Closing Date; (ii) third party claims for personal injury where the exposure, incident or occurrence out of which the Claim arises occurred in whole or in part, subsequent to the Closing Date; (iii) any breach transportation or inaccuracy disposition commenced, arranged or initiated subsequent to the Closing Date, by or on behalf of Purchaser or any of its predecessors, or its or their subsidiaries or affiliates, of any substance owned or controlled by Purchaser or any of its predecessors, or its or their subsidiaries or affiliates, or any substance from any premises owned or operated by Purchaser or any of its predecessors, or its or their subsidiaries or affiliates, for any purpose, including, but not limited to, treatment, storage, disposal or recycling; (iv) fines or penalties on account of the ownership, use, condition or operation of any of the representations or warranties made by Purchaser in this Agreement or the Ancillary Agreements, whether such representation or warranty is made as of the Effective Date or the Closing Date or in any certificate to be delivered by Purchaser pursuant hereto; provided, that for purposes of determining the amount of Losses sustained or incurred thereby, for purposes of this Section 7.2(a), such representations and warranties shall be interpreted without giving effect to the words “material”, “materially”, “Material Adverse Effect”, or words of similar effect; (iii) any Third Party Claim relating to or arising out of the ownership, operation or use of any of the Transmission Assets, to the extent relating to any period of time after the Closing Date; (iv) any personal injury or physical property damage to the Purchased Assets, the Transmission Assets or other property arising out of the acts or omissions of any officer, director, employee, agent or representative of Purchaser or of any consultant selected by Purchaser in of its subsidiaries or affiliates, at any time subsequent to the performance of the activities described in Section 6.10(c)Closing Date; or (v) any other matter relating liability to modify, restore, change or improve any of the business assets or real property of Purchaser or any of its predecessors, or its or their subsidiaries or affiliates, in order to effectuate compliance with any applicable law or order; or (vi) the Transmission Assetsremoval of any and all asbestos, asbestos containing materials or other hazardous materials which existed subsequent to the extent arising during and relating solely Closing Date in any premises owned, leased, operated or managed subsequent to any period of time after the Closing DateDate by Purchaser or any its predecessors, or its or their subsidiaries or affiliates.

Seller Claims. From and after Subject to the Closing Datelimitations contained in this Article X, Purchaser the Company or the Parent, as applicable, shall indemnify, defend indemnify and hold harmless the Seller Group from and against its successors and assigns and each of their officers, directors, managers and employees (collectively, the “Seller Indemnitee”) against, and in respect of, any and all Losses which arise out damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out-of-pocket expenses, reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any of the same or relate to the following in asserting any of their respective rights hereunder) (collectively, “Seller ClaimsLosses”), in each case, even if such Losses are caused by ) resulting after the sole, joint or concurrent negligence, strict liability or other fault of any person included in the Seller Group or any other Person: Closing Date from: (ia) any breach or violation by the Company or the Parent of any covenant, obligation or agreement of Purchaser covenant set forth in this Agreement herein or the Ancillary Agreements; any failure to fulfill any obligation set forth herein, (iib) any breach or inaccuracy of any of the representations or and warranties made by Purchaser in this Agreement by the Company or the Ancillary AgreementsParent, whether such representation or warranty is made (c) any Assumed Liabilities (collectively items (a), (b) and (c) are hereinafter referred to as the “Seller Claims”). The indemnification obligations of the Effective Date or Company and the Closing Date or in any certificate Parent pursuant to be delivered by Purchaser pursuant hereto; provided, that for purposes of determining the amount of Losses sustained or incurred thereby, for purposes item (b) of this Section 7.2(a), such representations 10.3 shall expire and warranties shall be interpreted without giving effect to terminate on the words “material”, “materially”, “Material Adverse Effect”, or words of similar effect; (iii) any Third Party Claim relating to or arising out of the ownership, operation or use of any of the Transmission Assets, to the extent relating to any period of time after date two years following the Closing Date; (iv) any personal injury or physical property damage , unless the Seller shall have provided written notice of a claim to the Purchased AssetsCompany or the Parent, as applicable, prior to or on such date. If the Transmission Assets or other property arising out of the acts or omissions of any officer, director, employee, agent or representative of Purchaser or of any consultant selected by Purchaser in the performance of the activities described in Section 6.10(c); or (v) any other matter relating Seller provides such notice prior to the business of Purchaser or the Transmission Assets, to the extent arising during and relating solely to any period of time after date two years following the Closing Date, the indemnification obligations under item (b) of this Section 10.3 shall continue until the appropriate amount of indemnification, if any, is determined, paid and satisfied in full.