Common use of Seller Indemnities Clause in Contracts

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: 14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating to: (A) the presence of any Dangerous Substance in the Environment: (1) at, on, under, migrating from or migrating to any Real Property as of or prior to the Completion Date, or (2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (B) the discharge or emission of any Dangerous Substances in the Environment: (1) at or from the Real Property as of or prior to the Completion Date, or (2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; or (D) the violation of any applicable Environmental Law by the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9); 14.1.2 Unpaid Company Restructuring Expenses;

Seller Indemnities. 14.1 Subject to Clause 14.2Without limiting any other rights that the Custodian, from and after the Completion DateAgent, any Administrator or any Purchaser may have hereunder or under applicable law, the Seller shall indemnifyhereby agrees to indemnify the Custodian, defend the Agent, each Administrator and hold harmless on an after-Tax basis the each Purchaser and each of its their respective assigns, officers, directors, employees, agents and Affiliates employees (including the Group Companieseach an "Indemnified Party") (the "Purchaser Indemnitees"), from and against any and all damages, losses, claims, judgmentstaxes, damages, penalties, finesliabilities, costs, liabilities expenses and losses (for all other amounts payable, including the settlement of claims, reasonable attorneys', consultant and expert fees' or lawyers' fees (which attorneys or lawyers may be employees of the Custodian, the cost Agent or such Purchaser) and disbursements (on a solicitor and his own client basis) (all of investigationthe foregoing being collectively referred to as "Indemnified Amounts") which arise awarded against or incurred by any of them arising out of or as a result from of this Agreement or relatethe acquisition, either directly or indirectly, to: 14.1.1 Environmental Proceedingsby the Custodian, Environmental Requirements the Agent or Prudent Environmental Actions relating toa Purchaser of an interest in the Dealer Receivables excluding, however: (A) Indemnified Amounts to the presence extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or wilful misconduct on the part of the Indemnified Party seeking indemnification; (B) Indemnified Amounts to the extent the same include losses in respect of Dealer Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other failure to pay of the related Obligor where such failure is not caused by any Dangerous Substance action or inaction on the part of the Seller or AGCO U.S. in connection with any Dealer Receivable or Dealer Agreement; (C) taxes (other than taxes imposed by Canada or any jurisdiction thereof) imposed by the Environmentjurisdiction in which such Indemnified Party is organized or in which it is otherwise doing business on or measured by the overall net income of such Indemnified Party; provided, however, that nothing contained in this sentence shall limit the liability of either the Seller or the Servicer or limit the recourse of the Custodian, the Agent or the Purchasers to either the Seller or the Servicer for amounts otherwise specifically provided to be paid by such Person under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Seller shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Seller or the Servicer) resulting from: (1i) atbreach of any representation or warranty made by the Seller or the Servicer (or any officers of any such Person) under or in connection with this Agreement, onany other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, underwhich shall have been false or incorrect when made or deemed made; (ii) the failure by the Seller or the Servicer to comply with any applicable law, migrating from rule or migrating regulation with respect to any Real Property as Dealer Receivable or Contract related thereto, or the nonconformity of any Dealer Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of the Seller to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of the Seller or the Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, personal injury or damage suit, or similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Dealer Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Dealer Receivable arising on or prior to the Completion DateTermination Date (including, orwithout limitation, a defense based on such Dealer Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Dealer Receivable or the furnishing or failure to furnish such merchandise or services; (2vi) atthe commingling of Collections of Dealer Receivables at any time with other funds; (vii) any investigation, onlitigation or proceeding related to or arising from this Agreement or any other Transaction Document, underthe transactions contemplated hereby, migrating the use of the proceeds of a purchase, the ownership of the Ownership Interests or any other investigation, litigation or proceeding relating to the Seller or the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Dealer Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or migrating otherwise from any legal action, suit or proceeding; (ix) any Early Amortization Event described in Section 10.01(d); (x) any failure of the Seller to have had (but for the transactions contemplated hereby) legal and equitable title to, and ownership of any Dealer Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim; or any failure of the Seller to have a first priority perfected security (or equivalent) interest in the Equipment the sale of which gave rise to any property formerly owned Dealer Receivable; (xi) any failure to vest and maintain vested in the Agent and the Purchasers, or operated to Transfer to the Agent and the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Ownership Interests contemplated hereunder) in the Dealer Receivables, the Related Security and the Collections, free and clear of any Adverse Claim; (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Dealer Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment Purchase or at any subsequent time; (xiii) any action or omission by either the Seller or the Servicer which reduces or impairs the rights of the Custodian, the Agent or the Purchasers with respect to any Dealer Receivable or the value of any such Dealer Receivable; (xiv) any attempt by any Person to void any Incremental Purchase or Reinvestment Purchase hereunder under statutory provisions or common law or equitable action; (xv) the failure of any Dealer Receivable treated as or represented to be an Eligible Receivable at any time by the Seller or any Group Company in connection with the Agila Business during Servicer (including, without limitation, for purposes of calculating the period Net Eligible Receivables Balance) to be an Eligible Receivable as of said ownership or operationsuch time; or (Bxvi) the discharge any tax or emission governmental fee or charge or impost of any Dangerous Substances kind or nature whatsoever, including without limitation, any sales, excise, transfer, goods and services, business or property tax and customs duties, and any instalment, penalty or interest in respect of any thereof (but, for greater certainty, not including any taxes to the Environment: extent excluded from these indemnities pursuant to clause (1iii) at above in this Section 11.1) which may be imposed on the Agent or from the Real Property as any Purchaser by reason of or prior to the Completion Date, or (2) from any property formerly owned or operated by the Seller or any Group Company in connection with any of the Agila Business during transactions contemplated by this Agreement including the period purchase or ownership of said ownership any Ownership Interest or operation; or (C) the transport any interest therein or disposal of Dangerous Substances to 61 -61- any merchandise which secure any Dealer Receivable or at any third-party location Related Security or in connection with any other rights or assets Transferred hereunder or the operation entitlement to a receipt of any amount hereunder or otherwise in connection herewith and including, without limitation, any tax or other amounts which any Obligor or any Servicer is obligated by law to withhold from any amounts otherwise payable to the Purchasers. For greater certainty, the Seller acknowledges and agrees that it is the intention of the Agila Business prior to parties that the Completion Date; or (D) Seller bear the violation risk, under this Section 11.1, of any applicable Environmental Law by withholding tax on Collections, other than any such withholding tax which the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior Servicer is required to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9remit under Section 9.02(g); 14.1.2 Unpaid Company Restructuring Expenses;.

Seller Indemnities. 14.1 Subject to Clause 14.2, With effect from and after the Completion Date, the Seller Sellers shall jointly and severally indemnify, defend defend, reimburse and hold harmless on an after-Tax basis the Purchaser Buyer and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companieseach such Person, a “Buyer Indemnified Party”) (the "Purchaser Indemnitees"), from and against all claimsagainst, judgmentsand agree to defend promptly any Buyer Indemnified Party from, 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: 14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating toreimburse any Buyer Indemnified Party for: (Aa) any and all Losses suffered or incurred by any Buyer Indemnified Party, resulting from any claims, Encumbrances, Indebtedness, liens, Liabilities and contingencies of the presence Constellation Group, including, but not limited to, Tax, labour, environmental, social security, civil, commercial, administrative and anti- corruption liabilities, as per Article 60 and other related provisions of Brazilian Bankruptcy Law and Applicable Laws; (b) any and all Losses related to any alleged or actual violation of any Dangerous Substance Anti-Corruption Laws by any member of the Constellation Group, claimed by, relating to or resulting from a claim by a competent Governmental Authority in the Environment: (1) atrelation to its business, onoperations, underproperties, migrating from assets or migrating to any Real Property as of or prior obligations in Brazil where such Losses are attributable to the Completion Date, or (2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (B) the discharge or emission of any Dangerous Substances in the Environment: (1) at or from the Real Property as of or prior to the Completion Date, or (2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; and (c) the Seller Relevant Percentage of any Losses suffered or incurred by any Buyer Indemnified Party which relate to or result from: (i) any claim or sanction by a Governmental Authority or any claim by Petrobras in relation to or resulting from a claim by a Governmental Authority (but excluding any Losses which relate to operational matters of the FPSO Assets which are under the control of JVO Companies) where such Losses (1) relate to the FPSO Assets and (2) are attributable to the Ownership Period; or (Dii) any Tax Assessment, (the violation of any applicable Environmental Law by “FPSO Assets Claims”, and “FPSO Assets Claim” shall be construed accordingly), (Clauses 8.1(a), 8.1(b) and 8.1(c) together, the “Seller Indemnities” and “Seller Indemnity” shall be construed accordingly), provided always that the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing Indemnities shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions provisions of Clause 14.2 and Schedule 9); 14.1.2 Unpaid Company Restructuring Expenses;6.

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: 14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating to: (A) the presence of any Dangerous Substance in the Environment: (1) at, on, under, migrating from or migrating to any Real Property as of or prior to the Completion Date, oror *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. (2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (B) the discharge or emission of any Dangerous Substances in the Environment: (1) at or from the Real Property as of or prior to the Completion Date, or (2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or (C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; or (D) the violation of any applicable Environmental Law by the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9); 14.1.2 Unpaid Company Restructuring Expenses;