Seller Indemnification of Buyer. The Seller will indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by the Buyer by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Seller pursuant to this Agreement or arising out of or based on the arrangement created by this Agreement and the activities of the Seller taken pursuant hereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury of the Buyer resulting from acts, omissions or alleged acts or omissions that constitute fraud, gross negligence or willful misconduct by the Buyer; and, provided, further, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury with respect to any United States federal, state or local income or franchise taxes or the Michigan Single Business tax (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article IV survives the termination of this Agreement.
Seller Indemnification of Buyer. The Seller will indemnify and hold harmless the Buyer from and against any and all loss, liability, expense, claim, damage or injury suffered or sustained by the Buyer by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Seller in the performance of its duties under this Agreement or arising out of or based on the arrangement created by this Agreement and the activities of the Seller taken pursuant hereto; provided, however, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury of the Buyer resulting from acts, omissions or alleged acts or omissions that constitute willful misconduct, bad faith or gross negligence by the Buyer; and, provided, further, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect to any of the foregoing) required to be paid by the Buyer in connection with this Agreement to any taxing authority. Any indemnification under this Article IV survives the termination of this Agreement.
Seller Indemnification of Buyer. Subject to the limitations set forth in this Article VI, from and after the Closing, the Seller shall indemnify and hold harmless the Buyer, and its officers, managers, directors, employees, stockholders, members, agents, representatives, successors, permitted assigns and heirs (collectively, the “Buyer Indemnified Parties”) from and against any and all actual Damages which a Buyer Indemnified Party suffers, sustains or becomes subject to as the result of or in connection with:
(a) a breach of any representation or warranty made by the Company contained in this Agreement; or
(b) a breach of any covenant or agreement by the Company contained in this Agreement.
Seller Indemnification of Buyer. With respect to indemnification claims that may be asserted under Section 6.02:
(i) If a Buyer Indemnified Party wishes to seek indemnification under this Section 6.2, the Buyer Indemnified Party shall give written notice thereof to the Seller provided, that in the case of any Third Party Claim that would entitle the Buyer Indemnified Party to indemnity hereunder, the Buyer Indemnified Party shall promptly notify the Seller of the same in writing; provided further, that the failure to so notify the Seller promptly shall not relieve the Seller of its indemnification obligation hereunder except to the extent that the Seller has been materially prejudiced thereby.
(ii) Any request for indemnification made by a Buyer Indemnified Party shall be in writing, shall specify in reasonable detail the basis for such claim, the facts pertaining thereto and, if known and quantifiable, the amount thereof.
(iii) In the case of any Third Party Claim, if within 30 Business Days after receiving the notice described in Section 6.04(b)(i) above the Seller gives written notice to the Buyer Indemnified Party stating (i) that the Seller disputes and intends to defend against such claim and (ii) that the Seller will be solely responsible for all costs, expenses and liabilities incurred in connection with or otherwise relating to such claim, then counsel for the defense shall be selected by the Seller (subject to the consent of the Buyer Indemnified Party, which consent shall not be unreasonably withheld), whereupon the Seller shall not be required to make any payment to the Buyer Indemnified Party for the costs of its defense counsel in respect of such Third Party Claim as long as the Seller is conducting a good faith and diligent defense; provided, that the Buyer Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel. If the Seller assumes the defense in accordance with the preceding sentence, it shall have the right, with the consent of the Buyer Indemnified Party, which consent shall not be unreasonably withheld, to settle the portion of such Third Party Claim that is subject to indemnification; provided, that the settlement (i) does not involve the imposition of an injunction or other equitable relief on the Buyer Indemnified Party, and (ii) expressly and unconditionally releases the Buyer Indemnified Party from all Liabilities with respect to such Third Party Claim (and all other claims arising o...
Seller Indemnification of Buyer. Effective as of the Closing Date, Seller shall indemnify, defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys’ fees and other reasonable legal costs) incurred by Buyer within six (6) months after the Closing Date (the “Indemnity Period”) resulting from an inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in Section 7.2 hereof, of which inaccuracy Buyer had no knowledge on or before the Closing Date. Such agreement by Seller to so indemnify, defend and hold Buyer harmless shall be null and void and of no further force or effect except to the extent that, prior to the expiration of the Indemnity Period, Seller shall have received written notice from Buyer referring to this Section and specifying the amount, nature, and facts underlying any claim being made by Buyer hereunder. Seller’s liability under this Section 7.3.1 shall be limited to damages, which, in the aggregate do not exceed the amount of the Option Purchase Deposit. In no event shall Seller be liable for consequential, punitive and/or exemplary damages of any nature whatsoever.
Seller Indemnification of Buyer. Except as otherwise provided in this Section 7, the Seller agrees to jointly and severally indemnify, defend, and hold harmless the Buyer and its partners, officers, directors, stockholders, agents, employees, partner companies, subsidiaries, affiliates, members, attorneys, experts, representatives, insurers, trustees, beneficiaries, successors, assigns and heirs (each, a “Buyer Indemnified Party”) to the fullest extent permitted by law from and against any and all sums of money, accounts, claims, demands, contracts, actions, liabilities, debts, controversies, agreements, claims for attorneys’ fees, damages and causes of action by reason of or arising out of: (a) any warranties or representations on the part of any of the Seller hereunder being untrue; (b) a breach of any agreement, term or covenant on the part of the Seller made or to be observed or performed under this Agreement;
Seller Indemnification of Buyer. Seller represents that for a period of twelve (12) months following the Closing, Seller shall indemnify Buyer, subject to the terms and conditions of this Section, for the full value of any liabilities incurred by the Company prior to the date of Closing and not disclosed in this Agreement. In no circumstance shall such indemnification in the aggregate exceed the Purchase Price.
Seller Indemnification of Buyer. Seller shall defend, indemnify and hold harmless Candle, its officers, directors, shareholders, agents, employees and representatives from and against any and all losses, damages, injuries, causes of action, claims, demands and expenses (whether based upon tort, breach of contract, patent, trade secret, copyright or other proprietary rights infringement, or otherwise), including legal, accounting and expert witnesses fees and expenses, of whatever kind and nature ("LOSS") arising out of or on account of, or resulting from:
(i) Seller's or its successors' or assigns' act or omission, default in the performance of or breach of any warranty, representation, referred to herein, or default in the performance of any warranty, representation, agreement or covenant of any current or prior Agreements or Material Obligations of Seller ("BREACH"), or (ii) any allegation or claim by any third party (x) regarding any act or omission or alleged act or omission constituting (or which, if true, would constitute) a Breach, or (y) that any of the Product or its use, copying, marketing or other exploitation by Seller or Buyer or their customers, distributors, successors or assigns infringes or conflicts with the United States or Canadian rights of any person not a party hereto (or to the knowledge of Seller or its Employees any other rights of any such person) except to the extent of modifications to the Product made by or for Buyer, and, in each instance, which occurs or is incurred, made or filed during the Indemnification Period (any such Loss being herein referred to as a "CLAIM").
Seller Indemnification of Buyer. Seller hereby agrees to indemnify, defend, and hold Developer and Xxxxx’s directors, partners, officers, shareholders, employees, affiliates, members, representatives, heirs, successors, beneficiaries and assigns (the “Developer Indemnified Parties”) harmless, from and against any liability, cause of action, loss, cost, expense, claim or economic damage (but specifically excluding consequential or speculative damages), including reasonable attorneys’ fees, arising from, or related to, (i) any liability or obligation of Seller that Developer is not required to assume under this Agreement or accruing prior to such assumption; (ii) any personal injury or property damage occurring in, on or about the Property or relating thereto on or before the Closing Date and any environmental liability arising from pre-existing conditions on or about the Property or relating thereto first arising on or before the Closing Date and not previously disclosed to Buyer, (iii) the untruth, inaccuracy or breach of any of the representations, warranties and covenants made by Seller pursuant to this Agreement;(collectively, the “Developer Liabilities”); provided, however, that the Developer Liabilities indemnified and Seller’s indemnification hereunder shall not apply to any liability, cause of action, loss, cost, expense, claim or damages arising from any Developer Indemnified Parties’ gross negligence, willful misconduct, illegal action or breach of this Agreement. The foregoing shall survive the Closing for a period of four (4) years following the Closing Date.
Seller Indemnification of Buyer. Seller shall indemnify and hold harmless Buyer from and against any and all losses, damages, injuries, causes of action, claims, demands and expenses (whether based upon tort, breach of contract, patent, trade secret, copyright or other proprietary rights infringement, or otherwise), including legal, accounting and expert witnesses fees and expenses, of whatever kind and nature ("Loss") arising out of or on account of, or resulting from (i) Seller's breach of any warranty or representation, or default in the performance of any covenant contained herein ("Seller's Breach"), or (ii) any claim by any third party (x) with respect to any act or omission constituting a Seller's Breach, or (y) that the Product or its use, copying, marketing or other exploitation by Seller or Buyer or their customers, distributors, successors or assigns infringes or conflicts with the United States or foreign rights of any person not a party hereto except to the extent of modifications to the Product made by or for Buyer, and, in each instance, which occurs or is incurred, made or filed during the Indemnification Period (any such Loss being herein referred to as a "Claim").
