Seller Indemnities. To the fullest extent permitted by Applicable Law and subject to Section 14(d) and Section 16, Seller will defend, indemnify, and hold harmless Buyer, its Affiliates, and their respective present, former, and future directors, officers, other employees, agents, each of their successors, and assigns, and the heirs, executors, administrators of each of the foregoing that are natural persons (together, the “Buyer Indemnified Persons”), against all damages, losses, costs, expenses (including attorneys’ fees, costs and expenses), and other liabilities arising out of or in connection with all Seller Claims. “Seller Claims” means all claims, demands, suits, and causes of action by third parties (other than Buyer and its Affiliates) arising out of or in connection with this Agreement (including claims of negligence by Personnel of Seller or its Affiliates) that result, or are claimed to result, in whole or in part, from (i) the violation by Seller, its Affiliates, or any of their Personnel of any intellectual property right of another, (ii) the failure by Seller or its Affiliates to perform their obligations in this Agreement in accordance with their terms, or (iii) any other act or omission of Seller or its Affiliates.
Seller Indemnities. Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, and agents against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys fees, that Buyer, or its officers, directors, or agents shall incur or suffer, which arise, result from or relate to any breach of, or failure by Seller to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Seller under this Agreement. Notwithstanding any other provision of this Agreement, Seller shall not be liable to Buyer, or its officers, directors, or agents on any warranty, representation or covenant made by Seller in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $10,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $10,000 each reaches $10,000, Seller shall thereafter be liable in full for all such breaches and indemnities, and regarding all those claims, losses, expenses, obligations, and liabilities.
Seller Indemnities. Subject to the provisions of this Section 7, from and after the Closing:
Seller Indemnities. 14.1 Subject to Clause 14.2, from and after the Completion Date, the Seller shall indemnify, defend and hold harmless on an after-Tax basis the Purchaser and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companies) (the "Purchaser Indemnitees"), from and against all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including the settlement of claims, reasonable attorneys', consultant and expert fees, the cost of investigation) which arise or result from or relate, directly or indirectly, to:
Seller Indemnities. (A) SELLER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS CUSTOMERS, AND THEIR RESPECTIVE PARENT, HOLDING AND AFFILIATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS (COLLECTIVELY THE "BUYER INDEMNITIES"), FROM AND AGAINST ALL LIABILITIES, LOSSES, CLAIMS, DEMANDS OR CAUSES OF ACTION (COLLECTIVELY "CLAIMS"), BY SELLER OR ITS SUBCONTRACTORS OF ANY TIER OR THEIR RESPECTIVE EMPLOYEES, OFFICERS AND AGENTS, BASED ON ILLNESS, INJURY OR DEATH OR DAMAGE OR DESTRUCTION OR LOSS OF USE OF PROPERTY THEREOF INCLUDING WITHOUT LIMITATION THE YARD, OCCURRING PRIOR TO THE DELIVERY TO AND ACCEPTANCE BY BUYER OF THE PLATFORM, INCIDENT TO OR CONNECTED WITH OR ARISING OUT OF OR IN ANY WAY RELATED DIRECTLY OR INDIRECTLY TO THE PERFORMANCE OF THIS AGREEMENT OR BREACH HEREOF, REGARDLESS OF CAUSE, INCLUDING THE SOLE OR CONCURRENT NEGLIGENCE OR FAULT OF ANY OF SELLER OR THE BUYER INDEMNITIES OR THEIR OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS OF ANY TIER OR THEIR EMPLOYEES OR AGENTS, UNSEAWORTHINESS, STRICT LIABILITY, OR ANY OTHER EVENT OR CONDITION WHETHER OR NOT ANTICIPATED BY ANY PERSON OR PARTY, REGARDLESS OF WHETHER PREEXISTING THE EXECUTION OF THIS AGREEMENT.
Seller Indemnities. Seller shall release, defend, and indemnify Buyer Group from and against any and all Claims, REGARDLESS OF FAULT, for any (1) damage or casualty to the property of any member of Seller Group; and (2) injury to or illness or death of any member of Seller Group.
Seller Indemnities. Seller shall indemnify, defend and hold harmless Buyer and Buyer's current and future Affiliates and Affiliated Parties (the "BUYER INDEMNIFIED PARTIES") from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, settlement, cost and expense, reasonable attorneys' and accountants' fees, and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand (individually, a "LOSS" and collectively, "LOSSES"), of any kind or character (except as set forth in Section 7.7(g)), arising out of or in any manner incident, relating or attributable to (a) any inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement, the Ancillary Agreements or in any certificate, instrument of transfer or other document or agreement executed by Seller in connection with this Agreement or otherwise made or given in connection with this Agreement (together with this Agreement and the Ancillary Agreements, the "SELLER AGREEMENTS"), (b) any failure by Seller to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by Seller under any Seller Agreements, (c) Environmental Liabilities, (d) the enforcement of Buyer's rights against Seller under any Seller Agreements (if Buyer is deemed by the applicable court to be the prevailing party in any such enforcement or if any Losses are paid by Seller under this Article 7 respecting such enforcement), (e) any Liabilities under, respecting or arising from (i) that certain Loan Agreement dated as of April 30, 1999, as amended, among PSI, Key Corporate Capital Inc., as agent, and the other parties thereto, (ii) the ISDA Master Agreement with KCCI, dated as of July 19, 2001 or (iii) any and all other documents described as loan documents in, or otherwise evidencing, securing or in any way related to said Loan Agreement or said Master Agreement, (f) any of the matters set forth on SCHEDULE 4.17(B) hereto, (g) any claim, demand or allegation by any third party relating to any of the foregoing, or (h) the failure of Xxxxxx Xxxxxx to deliver the original promissory note described on SCHEDULE 2.5(A) stamped or marked paid in full following payment of the amount set forth on SCHEDULE 2.5(A) in respect thereof.
Seller Indemnities. Seller Indemnities" shall mean the following Persons:
Seller Indemnities. Each of the Sellers hereby agrees to indemnify and hold harmless each of the Purchasers and their affiliates from and against any and all damages, claims, losses or expenses (including reasonable attorneys’ fees and expenses) (“Damages”) actually suffered or paid by the Purchasers or their affiliates as a result of the breach of any representation or warranty made by that Seller in this Agreement. To the extent that the Seller’s undertakings set forth in this Section 6(a) may be unenforceable, the applicable Seller shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder.
Seller Indemnities. 8.1 Subject to Clause 8.2, the Seller undertakes to fully and effectively indemnify, keep indemnified and hold harmless each of the Protected Persons from and against (i) in respect of Clauses 8.1.1 and 8.1.2, fifty per cent. (50%) of all liabilities arising from all Actions and 50% of all Costs; and (ii) in respect of Clause 8.1.3, 100% of all liabilities arising from all Actions and 100% of all Costs (including, in each case, all Costs suffered or incurred in investigating, settling or disputing any such Action (actual or potential), and in any way relating to or in connection with the Indemnities) which any of the Protected Persons may suffer or incur or which may be brought against any of them in any jurisdiction arising, directly or indirectly, out of, in respect of, or in connection with:
