Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to:
(i) Seller’s breach of any of its representations and warranties in this Agreement;
(ii) Seller’s breach of any of its covenants in and under this Agreement;
(iii) subject to the provisions of Article 8, any and all duties and obligations of Sellers, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority;
(iv) subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time;
(v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time;
(vi) the failure of Sellers to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; and
(vii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)-(vi) ABOVE SHALL APPLY ONLY FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE CLOSING DATE. THEREAFTER, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INC...
Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any Person arising from or related to:
(i) Seller’s breach of any of its (A) Fundamental Representations or (B) other representations and warranties in this Agreement;
(ii) Seller’s breach of any of its covenants and agreements in and under this Agreement;
(iii) except to the extent Buyer is required to indemnify Seller pursuant to the provisions of Article 8, any and all of the obligations, liabilities and Claims, express or implied, known or unknown, with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority;
(iv) except to the extent Buyer is required to indemnify Seller pursuant to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time;
(v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time;
(vi) the failure of Seller to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time;
(vii) any and all of the obligations, liabilities and Claims, express or implied, known or unknown, with respect to the Retained Assets or the use, ownership or disposition of the Retained Assets without regard to the time period during which they are attributable, whether prior to, on or after the Effective Time under any theory of liability;
(viii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings;
(ix) the Retained Environmental Liabilities; and
(x) without duplication, for Income Taxes attributable to the Assets prior to and through the Closing Date or arising in connection with the consummation of the transactions contemplated hereby; REGARDLESS OF WHETHER ANY OF S...
Seller’s General Indemnity. Except as set forth in Article 8.3, relevant Seller agrees to indemnify and hold harmless each Buyer Indemnitee from any Loss imposed on, incurred by or asserted against any Buyer Indemnitee with respect to:
(a) any Aircraft Activity prior to Sale, but only to the extent the claim relates to Aircraft Activity occurring prior to Sale;
Seller’s General Indemnity. Seller shall defend, indemnify and hold harmless Buyer and its Affiliates, along with each of their respective officers, directors, partners, members, shareholders, agents, employees, successors, and assigns (collectively, the “Buyer Indemnitees”), from and against all third-party claims (including, without limitation, product liability claims), losses, damages, expenses and liability (including court costs and reasonable attorneys’ fees) (collectively, the “Losses”) brought against or incurred by any Buyer Indemnitee arising out of or relating to this Agreement or any Purchase Order to the extent such Losses are caused by or are the result of (a) any breach of this Agreement by Seller or its successors and assigns (collectively, the “Seller-Related Persons”), (b) breach of the Warranties, including manufacturing defects and design defects, (c) the negligence or willful misconduct of the Seller-Related Persons, (d) any product liability claims or other claims relating to the Products, including, without limitation, Seller’s labeling on the Products or Seller’s failure to withdraw or recall Products in a timely fashion, and (e) Seller’s failure to pay Taxes for which it is responsible under this Agreement.
Seller’s General Indemnity. (a) Subject to the terms and conditions of this Article 8, Sellers agree to and will indemnify, defend and hold the Company, PRI and NCL harmless from and against all demands, claims, actions or causes of actions, assessments, losses, damages (including special and consequential damages), liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorney fees and expenses (hereinafter collectively called "Damages"), asserted against, resulting to, imposed upon or incurred by the Company, PRI and/or NCL resulting from or arising out of, (i) a breach of any of the representations and warranties made by the Sellers herein, (except that those representations and warranties listed in Section 8.4 shall be excluded from this Section 8.3 and governed instead by the provisions of Section 8.4), or (ii) the nonfulfillment of any undertaking, agreement or covenant on the part of the Sellers hereunder. The obligations of Sellers under this Section 8.3 shall survive and shall terminate at the close of business on the second anniversary of the Closing Date ("First Indemnity Period"), except that Sellers shall continue to be responsible after such date for those specific claims and losses of which Company, PRI or NCL shall have given Sellers the notices required by this Section prior to the end of the First Indemnity Period referred to herein. In the event that Sellers receive actual notice, prior to the expiration of the above-referenced First Indemnity Period, of a claim which ultimately results in a loss to Company, PRI or NCL referenced in this Section 8.3, such notice shall be deemed to constitute the notice required to be given by Company, PRI or NCL hereunder, the same as if Company, PRI or NCL had timely given such notice to Sellers, Sellers' indemnity obligations shall not be terminated as to those liabilities, losses, damages and expenses incurred by Company, PRI or NCL as a result of said claim and such indemnity obligation shall survive until such claim shall have been finally resolved and all damages shall have been fully satisfied.
Seller’s General Indemnity. Subject to the terms and conditions of this Article VI, the Seller hereby agrees to indemnify, defend and hold the Buyer and its Affiliates harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively, "Damages") as they are incurred, asserted against, resulting to, imposed upon or incurred or suffered by the Buyer and its Affiliates by reason of or resulting from:
(i) a breach by the Seller of any representation, warranty, covenant or agreement contained in or made pursuant to Section 3.01 (except for breaches of Section 3.01(k)(vi)(1) which shall be governed by Section 6.04) or Article IV of this Agreement;
(ii) any liabilities or obligations of, or claims against or imposed on the Group or the Buyer (whether absolute, accrued, contingent or otherwise and whether a contractual, or any other type of liability, obligation or claim) which relate to acts or omissions by the Seller on or prior to the Closing Date and which are not expressly assumed by the Buyer pursuant to this Agreement;
(iii) any liabilities or obligations (whether absolute, accrued, contingent or otherwise) in respect of (A) any of the actions, suits or proceedings or threatened actions, suits or proceedings described on Schedule 3.01(m) hereof, or (B) any action, suit or proceeding commenced after the Closing Date based upon an event occurring or a claim arising on or prior to the Closing Date; and
(iv) any claim by any customer or licensee of the Seller relating to the provision of goods or services or the licensing of any rights by the Group prior to the Closing Date.
Seller’s General Indemnity. Sellers shall indemnify, defend and hold Buyer harmless from and against any and all Liabilities caused by, resulting from, relating to, arising out of or incidental to:
(a) Sellers' Retained Obligations, including the exclusions from the Assumed Plugging and Abandonment Obligations and the exclusions from the Assumed Environmental Obligations; provided, however, that with respect to the exclusions from the Assumed Environmental Obligations referred to in this clause (a), Sellers' obligations of indemnity under this Section 13.5 shall, with respect to third-party environmental claims, be limited in the aggregate to twenty percent (20%) of the Purchase Price;
(b) Sellers' operation of the Assets under Section 17.1 of this Agreement (if applicable), to the extent caused by Sellers' gross negligence or willful misconduct;
(c) Sellers' access to the Assets after Closing for the purposes described in Sections 17.11, except to the extent caused by Buyer's gross negligence or willful misconduct; and
(d) Those pending Claims identified on Schedule 4.1(f).
Seller’s General Indemnity. With respect to each Aircraft purchased by BUYER or a BUYER’s Assignee hereunder, SELLER shall defend, indemnify and hold harmless BUYER, and its officers, directors, employees, shareholders, managers and agents (the “BUYER Indemnitees”) from any and all Claims which may be incurred by a BUYER Indemnitee after the Sale Date arising directly or indirectly out of or in any way connected with the ownership, maintenance, lease, possession, control, use or operation of the Aircraft (or any Engine) prior to the applicable Sale Date (so long as both the negligence or other act or event which gave rise to the occurrence, incident or accident and the resulting occurrence, incident or accident itself occurred prior to the Sale Date), except, in each case, for Claims that result from (1) the willful misconduct of a BUYER Indemnitee or (2) which are ordinary or usual operating or overhead expenses of such BUYER Indemnitee.
Seller’s General Indemnity. (a) Subject to the terms and conditions of this Article VII, Sellers jointly and severally agree to and will indemnify, defend and hold the Company and Horizon harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses (hereinafter collectively called "Damages"), asserted against, resulting to, imposed upon or incurred by the Company, and/or Horizon, related to, resulting from or arising out of Horizon's obligation to pay Refunds Payable as defined in Section 4.01(d) inclusive of the obligation to pay the Refunds Payable. The obligations of Sellers under this Section 7.03(a) shall survive indefinitely.
(b) Subject to the terms and conditions of this Article VII, Sellers jointly and severally agree to and will indemnify, defend and hold the Company and Horizon harmless from and against all demands, claims, actions or causes of actions, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorney fees and expenses (hereinafter collectively called "Damages"), asserted against, resulting to, imposed upon or incurred by the Company and/or Horizon related to, resulting from or arising out of, (i) a breach of the representations and warranties made by the Sellers in Sections 2.05, 2.07, 2.08, 2.10, 2.11, 2.12, 2.13, 2.18, 2.19, 2.20, 2.23, 2.26, 2.27, 2.31, 2.33, 2.34 and 2.38 herein, or (ii) the nonfulfillment of any undertaking, agreement or covenant on the part of the Sellers hereunder, pursuant to Article IV, Section 1.03 and Section 9.
Seller’s General Indemnity. Solely for the purposes of indemnification in this Section 12.1(a), the representations and warranties of Seller in this Agreement (other than the representation or warranty in Section 4.16) shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. From and after the Closing, subject to the other terms and limitations in this Article 12, Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all Losses actually incurred by any of the Buyer Indemnitees (i) that arise out of any breach of Seller's representations or warranties made, as of the Closing Date, in this Agreement, (ii) that arise out of any breach of the covenants or obligations of Seller under this Agreement, (iii) that arise out of the Excluded Assets (whether relating to periods prior to or after the Closing Date), (iv) if CGM is transferred to the Company, that arise out of any of the assets, businesses or agreements of CGM other than the Assumed CGM Obligations, and (v) that relate to the Retained Liabilities.
