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:
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:
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:
Seller’s General Indemnity. 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 or asserted by a Third Party against any of the Buyer Indemnitees (i) for, in connection with or arising out of any breach of Seller’s representations or warranties made in this Agreement or any closing certificate, which contains representations and warranties by Seller or a bring-down of Seller’s representations and warranties, delivered by or on behalf of Seller in connection herewith, (ii) for, in connection with or arising out of any breach of LeaseCo’s representations or warranties made in the Sublease or the Right to Use Agreement, or (iii) for, in connection with or arising out of any breach of the covenants or obligations of Seller and its Affiliates under this Agreement.
Seller’s General Indemnity. Subject to the limitations provided for in this Article X, Sellers shall indemnify, reimburse, defend, and hold harmless Buyer, its parent company, Affiliates, and subsidiaries and their respective partners, members, Affiliates, directors, shareholders, officers, employees, agents, attorneys, representatives, contractors, and subcontractors (collectively, "Buyer Indemnitees") from and against any and all liabilities, claims, losses, strict liability claims, demands, lawsuits, judgments, orders, fines, penalties, damages, expenses (including but not limited to reasonable attorneys' fees and consultant fees), costs, and causes of action (collectively, "Liabilities/Claims," singularly, "Liability/Claim") arising from or relating to:
Seller’s General Indemnity. Subject to the express provisions of this Agreement, each Seller agrees to indemnify, to defend, and to hold Buyer harmless from, all claims, demands, causes of action, and suit or suits of any nature whatsoever arising out of or relating to its ownership and/or operation of the Property owned by such Seller prior to the Closing and any activities related thereto (whether any such claims, demands, causes of actions, or suits are asserted prior to or after the Closing).
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:
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.
