Seller’s Indemnification. Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.
Seller’s Indemnification. Except as otherwise stated in this Agreement, Buyer shall acquire the Property on an AS IS, WHERE IS basis, with all defects, latent or otherwise. Neither Seller nor any agents shall be bound to implied warranty of any kind or nature, whether as to habitability, fitness for a particular purpose or otherwise relating in any way to the Property or its condition, quality or size, except as expressly set forth in this Agreement or any Seller property disclosure document. Seller shall and does hereby agree to indemnify and hold Buyer harmless for any damages resulting from any materially inaccurate or misleading express representation or warranty of Seller hereunder or under a Seller property disclosure document.
Seller’s Indemnification. Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their
Seller’s Indemnification. Provided that the Closing occurs and subject to the other provisions of this Article 11, Seller shall release, defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses arising out of or relating to:
(a) Seller’s breach of any covenant or agreement made by Seller in this Agreement;
(b) The breach of any of the Fundamental Representations or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c);
(c) The breach of any representation or warranty (other than any Fundamental Representation) made by Seller in Article 4 or any representation with respect thereto in the certificate delivered pursuant to Section 9.2(c);
(d) Any Covered Environmental Losses suffered or incurred by Buyer;
(e) Any liability to third parties for personal injury or death to the extent occurring before the Closing Date as a result of the ownership and/or operation of the Assets, or any obligations arising under the Material Agreements to the extent attributable to the period prior to the Closing Date;
(f) Any Tax liability of Seller attributable to a period prior to the Closing Date;
(g) All Obligations attributable to or arising out of (i) Seller’s or its Affiliates’ employment of their respective employees, (ii) Seller’s or its Affiliates’ employee benefit plans, or (iii) Seller’s or its Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, as amended, in respect of employee benefit plans applicable to their respective employees; and
(h) Any and all liabilities and obligations (whether vested, absolute, or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise) relating to the ownership and/or operation of the Retained Assets, whether before or after Closing.
Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") from and against each and every demand, claim, loss, liability, damages, cost and expense of any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims".
Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's obligations under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, (b) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.
Seller’s Indemnification. The Seller agrees to jointly and severally indemnify and hold the Buyer, and assigns, harmless from any and all claims of any nature whatsoever, including without limitation:
Seller’s Indemnification. Seller shall indemnify, hold harmless, and defend the Buyer, its parent, Affiliates, and successors, and their respective officers, directors, employees, agents, subcontractors, and successors from and against any and all claims, liabilities, costs, damages, and expenses (including, without limitation, reasonable attorneys' and experts' fees and disbursements incurred by the Buyer in any action or proceeding between the Buyer and a third party, Seller, or any other party), arising out of (i) Seller's operation of any of the Buyer's Facilities pursuant to Section 8.2 or (ii) damage to property, injury to or death of any person, including Seller's employees, the Buyer's employees and their Affiliates' employees, to the extent not covered by insurance and to the extent caused by the gross negligence or willful misconduct of Seller and/or its Affiliates, or their respective officers, directors, employees, agents, and subcontractors arising out of this Agreement and not caused by the negligence or willful misconduct of any such Indemnitee.
Seller’s Indemnification. From and after the Closing Date, the Seller shall, jointly and severally, indemnify and hold harmless the Purchaser, Newco, the Surviving Corporation and the Company and any of their respective Subsidiaries, and each Person who controls (within the meaning of the Securities Act) the Purchaser, Newco, the Surviving Corporation or, after the Closing Date, the Company or any of its Subsidiaries, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Company or the Seller under this Agreement or any document, instrument, certificate or other item required to be furnished to the Purchaser or Newco pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Company or the Seller pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Seller to the Purchaser or Newco (provided that the Seller hereby acknowledges that the information concerning the Seller and the Company in the Registration Statement shall be deemed to be provided to the Purchaser and Newco for the purposes hereof); (iii) any liability or obligation of the Seller, the Company or any of its Subsidiaries other than Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and Debt which does not constitute an Adjusted Current Liability; (iv) without regard to any knowledge acquired by Purchaser, any liability for payment of Taxes that accrued or relate to the period of time prior to the Closing Date or any liability in connection with the statutory dissolution and reinstateme...
Seller’s Indemnification. Provided that the Closing occurs, Seller shall release, defend, indemnify and hold harmless Buyer, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses to the extent resulting from or arising out of (a) the Retained Obligations, (b) any breach by Seller of any of Seller’s representations and warranties contained in Article V or (c) any breach by Seller of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES. Notwithstanding anything to the contrary contained herein, Seller’s indemnification obligation under Section 14.04(a) (other than with respect to the Specified Retained Obligations), Section 14.04(b) and Section 14.04(c) (other than as applicable to breaches of Seller under Sections3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVI and Article XVII only) (1) shall only apply if Buyer has provided Seller with written notice claiming indemnification within twelve (12) months of the Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.
