Common use of Seller Indemnification Clause in Contracts

Seller Indemnification. Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement or any breach by Seller of any of its covenants and agreements set forth in this Agreement; (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l. or any other part of this Agreement; or (c) the ownership, construction, occupancy, operation, use and maintenance by Seller or its agents of the Property prior to the Closing Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Article shall survive the Closing and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.

Seller Indemnification. Seller hereby agrees to will indemnify and defendhold Buyer, at its sole cost Buyer's directors, officers and expenseemployees harmless against any loss, and hold Purchasercost, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses liability or expense (including, without limitation, costs and expenses of litigation and reasonable attorney’s fees and court costsattorneys' fees) actually (hereinafter "Damages") incurred or suffered by Buyer or any affiliate of Buyer as a result of (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement or given on the Closing Date or (ii) the assertion against Buyer of any liability of Seller; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and every kind or characteragainst any Damages resulting from, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of of, relating to, in the nature of, or caused by (aA) the breach of any such representation or warranty listed above until the Buyer has Damages by reason of all such breaches in excess of a $250,000 aggregate threshold (at which point the Seller set forth will be obligated to indemnify the Buyer from and against all such Damages relating back to the first dollar), or for Damages in this Agreement excess of a maximum aggregate of $5,000,000, or (B) the breach of the representations or any breach violation of Environmental Laws and Regulations except caused by Seller the Operations or, with respect to the Transferred Properties, which occurred during the period of any of its covenants and agreements set forth in this Agreement; (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l. or any other part of this Agreement; or (c) the ownership, construction, occupancy, operation, use and maintenance leasehold interest or operation by Seller or its agents of affiliates. Without limiting the Property prior remedies available to Buyer to enforce the indemnities provided by this Section 5.1 and subject to the Closing Date. This indemnity appliesEscrow Agreement, without limitation, to Seller agrees that the violation on or before the Closing Date amount of any Hazardous Materials Law in effect on Damages suffered by Buyer may be credited and set off against any sums of money at any time or before from time to time payable or deliverable by Buyer or its successors to Seller. Individual Damages of less than $5,000 shall not be subject to indemnification and shall not count toward the Closing Date and any and all matters aggregate threshold or the maximum aggregate. Seller shall have a further duty to indemnify Buyer for Damages incurred or suffered by Buyer arising out of any act, omission, or with respect to the environmental conditions listed on Exhibit 3.1l (to the extent the event or circumstance existing condition arose or occurring occurred during the period of ownership, leasehold interest or operation by Seller or its affiliates) and the litigation listed on or prior Exhibit 3.1j, subject to the Closing Date (includingaggregate threshold, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Article shall survive the Closing maximum aggregate and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period individual Damages threshold set forth in Section 11.1. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2above.

Seller Indemnification. Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement or any breach by Seller of any of its covenants and agreements set forth in this Agreement; (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l6.1. or any other part of this Agreement; or (c) the ownership, construction, occupancy, operation, use and maintenance by Seller or its agents of the Property prior to the Closing Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Article shall survive the Closing and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.

Seller Indemnification. Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s 's fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement Section 5.1 or any breach by Seller of any of its covenants and agreements set forth in this Agreement; (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l. or any other part of this Agreement5.1.; or (c) the ownership, construction, occupancy, operation, use and maintenance by Seller or its agents of the Property prior to the Closing Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The Subject to the provisions of Section 5.5 hereof, the provisions of this Article Section shall survive the Closing of the transaction contemplated by Section 2.1 of this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1assigns. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.25.2. In the event a defect, claim or deficiency is discovered by Purchaser prior to Closing or isnoticed in writing by Seller to Purchaser prior to Closing, Purchaser shall either terminate the Agreement as provided herein or waive the defect, claim or deficiency and proceed to Closing.

Seller Indemnification. Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s 's fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement Section 5.1 or any breach by Seller of any of its covenants and agreements set forth in this Agreement; (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l. or any other part of this Agreement5.1.; or (c) the ownership, construction, occupancy, operation, use and maintenance by Seller or its agents of the Property prior to the Closing Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The Subject to the provisions of Section 5.5 hereof, the provisions of this Article Section shall survive the Closing of the transaction contemplated by Section 2.1 of this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1assigns. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.25.2. In the event a defect, claim or deficiency is discovered by Purchaser prior to Closing or is noticed in writing by Seller to Purchaser prior to Closing, Purchaser shall either terminate the Agreement as provided herein or waive the defect, claim or deficiency and proceed to Closing.

Seller Indemnification. Seller hereby agrees to will indemnify and defendhold Buyer, at its sole cost Buyer's directors, officers and expenseemployees harmless against any loss, and hold Purchasercost, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses liability or expense (including, without limitation, costs and expenses of litigation and reasonable attorney’s fees and court costsattorneys' fees) actually (hereinafter "Damages") incurred or suffered by Buyer or any affiliate of Buyer as a result of (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement or given on the Closing Date or (ii) the assertion against Buyer of any liability of Seller; provided, however, that the Seller shall not have any obligation to indemnify the Buyer from and every kind or characteragainst any Damages resulting from, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of of, relating to, in the nature of, or caused by (aA) the breach of any such representation or warranty listed above until the Buyer has Damages by reason of all such breaches in excess of a $150,000 aggregate threshold (at which point the Seller set forth will be obligated to indemnify the Buyer from and against all such Damages relating back to the first dollar), or for Damages in this Agreement excess of a maximum aggregate of $3,000,000, or (B) the breach of the representations or any breach violation of Environmental Laws and Regulations except caused by Seller the Operations or, with respect to the Transferred Properties, which occurred during the period of any of its covenants and agreements set forth in this Agreement; (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l. or any other part of this Agreement; or (c) the ownership, construction, occupancy, operation, use and maintenance leasehold interest or operation by Seller or its agents of affiliates. Without limiting the Property prior remedies available to Buyer to enforce the indemnities provided by this Section 5.1 and subject to the Closing Date. This indemnity appliesEscrow Agreement, without limitation, to Seller agrees that the violation on or before the Closing Date amount of any Hazardous Materials Law in effect on Damages suffered by Buyer may be credited and set off against any sums of money at any time or before from time to time payable or deliverable by Buyer or its successors to Seller. Individual Damages of less than $5,000 shall not be subject to indemnification and shall not count toward the Closing Date and any and all matters aggregate threshold or the maximum aggregate. Seller shall have a further duty to indemnify Buyer for Damages incurred or suffered by Buyer arising out of any act, omission, or with respect to the environmental conditions listed on Exhibit 3.1l (to the extent the event or circumstance existing condition arose or occurring occurred during the period of ownership, leasehold interest or operation by Seller or its affiliates) and the litigation listed on or prior Exhibit 3.1j, subject to the Closing Date (includingaggregate threshold, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Article shall survive the Closing maximum aggregate and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period individual Damages threshold set forth in Section 11.1. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2above.

Seller Indemnification. Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, Purchaser harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s attorneys' fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser 16 at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement Section 5.1 or any breach by Seller of any of its covenants and agreements set forth in this Agreement; (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l5.l. or any other part of this Agreement; or (c) the ownership, construction, occupancy, operation, use and maintenance by Seller or its agents of the Property prior to the Closing Date. This indemnity applies, without limitation, to the violation on or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Article shall survive the Closing of the transaction contemplated by Section 2.1 of this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the a period set forth in Section 11.1of three (3) years. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.5.2. Notwithstanding the foregoing Seller does not indemnify or hold Purchaser harmless from any injury, damages or claims resulting from Purchaser (or Purchaser's agents and representatives) actions. 5.3

Seller Indemnification. Seller hereby covenants and agrees to defend, indemnify and defend, at its sole cost and expense, save and hold harmless Purchaser, together with its successors officers, directors, partners, shareholders, employees, trustees, affiliates, beneficial owners, attorneys and assignsrepresentatives, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damagescosts, expenses, liabilities, costs and expenses (claims or legal damages including, without limitation, reasonable attorney’s fees and court costs) actually incurred disbursements of counsel and accountants and other costs and expenses incident to any and every kind actual or characterthreatened claim, known suit, action or unknownproceeding (“Losses”), fixed in connection with a claim against Company or contingent, asserted against or incurred by Purchaser at any time and from time up to time by reason the total amount of or Purchase Price paid hereunder arising out of or resulting from: (ai) the any inaccuracy in or material breach of any representation representation, warranty, covenant or warranty of Seller set forth in this Agreement or any breach agreement made by Seller of any of its covenants and agreements set forth in this Agreement; (bii) the failure of SellerSeller to materially perform or observe fully any covenant, in whole agreement or in part, to perform any obligation required provision to be performed or observed by Seller it pursuant to Section 6.l. or any other part of this Agreement; or (ciii) any actual or threatened claim, suit, action or proceeding arising out of or resulting from the ownershipconduct by Company of its business or operations, constructionor Company’s occupancy or use of its properties or assets, occupancy, operation, use and maintenance by Seller or its agents of the Property which claims arose prior to the Closing Date. This indemnity appliesdate of Closing; other than, without limitationwith respect to any claim, suit, action or proceeding related to Purchaser or actions of business of the Purchaser; provided, however, that (a) Seller shall not have any obligation to indemnify Purchaser from and against any such Losses (i) until the aggregate amount of all Losses incurred or suffered with respect to all claims exceeds $50,000.00 (the “Basket”) and in such event Seller shall be liable for the amount in excess of the Basket up to the violation on maximum amount set forth herein and (b) there will be no obligation to indemnify Purchaser from and against Losses incurred or before the Closing Date of any Hazardous Materials Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior suffered with respect to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of claims or otherwise released prior to in excess of an aggregate of the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Article shall survive the Closing and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1. Notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2Purchase Price paid hereunder.

Seller Indemnification. Seller hereby agrees and Stockholder, jointly and severally, agree to indemnify and indemnify, defend, at its sole cost and expenserelease, and hold PurchaserPurchaser and Member and their affiliates, its successors subsidiaries or related companies, member and assignstheir directors, officers and employees harmless from and against and to reimburse Purchaser with respect to any and all damages, losses, penalties, interest obligations, liabilities (including tax liabilities), claims, demands, actionsjudgments, causes of action, lossesdeficiencies, damagescosts, liabilitiesclean up costs, costs and expenses (including, without limitation, including reasonable attorney’s attorneys’ fees and court other costs) actually (“Damages”) asserted against, incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred required to be paid by Purchaser at any time and from time to time by reason on account of or arising out of incident or pursuant to: (ai) the breach of any representation or warranty of made by Seller set forth or Stockholder in this Agreement Agreement, the Collateral Agreements or in any breach document delivered by Seller of any of its covenants and agreements set forth or Stockholder pursuant to or in connection with this Agreement; (bii) breach of any covenant or obligation made by Seller or Stockholder in this Agreement, the failure of Seller, in whole Collateral Agreements or any document delivered by Seller or Stockholder pursuant to or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.l. or any other part of connection with this Agreement; (iii) the business or operations of Seller or any conduct or failure to act of Seller (cor any of its employees or agents) before, at or after the Closing including any tax liability resulting therefrom; (iv) the ownership, construction, occupancy, operationmaintenance, use and maintenance by Seller or its agents operation of the Property Purchased Assets prior to or on the Closing Date. This indemnity applies; (v) releases, without limitationspills, to the violation discharges or leaks of oil, fuel, regulated, hazardous, or toxic substances, or other pollutants of any kind in or on any real property owned, leased, operated or used by Seller that occurred on or before the Closing Date Date; (vi) the unauthorized disclosure of any Hazardous Materials Law in effect on terms of this Agreement or before the Closing Date transaction contemplated hereby; and (vii) any broker’s or finders fees due and all matters payable to any third party arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including, without limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Article shall survive the Closing and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns for the period set forth in Section 11.1. Notwithstanding any provision of this Agreement to or the contrary, Purchaser may exercise any right transactions contemplated hereby where such party claims that it entered into an agreement with Seller or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2Stockholder.