Seller’s Indemnification Obligations Sample Clauses
Seller’s Indemnification Obligations. Subject to Section 10.1(b), Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates and their respective officers, directors, agents, and employees (collectively, the "Purchaser Indemnitees") from and against any and all Liabilities, paid or payable by any Purchaser Indemnitee (collectively, "Purchaser Losses") to the extent that such Purchaser Losses are based on, result from, or arise in connection with (a "Purchaser Claim"):
(i) any Excluded Liability (collectively, "Excluded Liability Claims");
(ii) any Liability arising from any breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.4(a) or 4.5(a) or 4.5(b) (collectively, "Fundamental Representation Claims");
(iii) any Liability of Seller or its Affiliates for Taxes, including Taxes arising from their respective activities, assets and events, circumstances and transactions on or prior to the Closing Date and any breach of the representations and warranties set forth in Section 4.8 and any covenant with respect to Taxes or tax related matters, including bulk sales laws, set forth herein or in any Other Agreement, including Section 8.9 of this Agreement (collectively, "Tax Claims");
(iv) any Liability arising from fraud, intentional misrepresentation or the cause or Knowledge of a deliberate or willful breach of any representations, warranties or covenants of Seller under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto (collectively, "Fraud Claims"); and
(v) other than Excluded Liability Claims, Fundamental Representation Claims, Tax Claims and Fraud Claims, any Liability arising from any other breach of any representation, warranty or covenant of Seller under this Agreement or any act or omission by Seller or its Affiliates, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of a Seller Indemnitee (collectively, "General Claims"); provided, however, that Seller shall not be obligated to indemnify, defend or hold harmless any Purchaser Indemnitee under this Section 10.1(a) from any Purchaser Claim or for any Purchaser Losses incurred by a Purchaser Indemnitee to the extent arising out of or attributable to: (A) any act or omission by a Purchaser Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Purchaser Indemnitee, or (B) the breach of any representation or warranty made by Purchaser or a Pur...
Seller’s Indemnification Obligations. In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with: any breach made by Seller of its representations, warranties and covenants in Article 7; Seller’s failure to fulfill its obligations regarding Resource Adequacy Benefits as set forth in Article 3; any violation of Applicable Law or the CAISO Tariff arising out of or in connection with Seller’s performance of, or failure to perform this Agreement; injury or death to persons, including Buyer employees, and physical damage to property, including Buyer property, where the damage arises out of, is related to, or is in connection with, Seller’s obligations or performance under this Agreement. This indemnity applies notwithstanding Buyer’s active or passive negligence; provided, Buyer will not be indemnified for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.
Seller’s Indemnification Obligations. In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(b), Seller releases, and shall indemnify, defend and hold harmless Anaheim, and Anaheim’s elected and appointed officials, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine, or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration, or mediation, and in the case of third-party claims only, including claims arising from a breach of Section 10.02(b), indirect or consequential loss or damage), arising out of or in connection with:
(i) any breach made by Seller of its representations and warranties in Sections 10.01 and 10.02;
(ii) Seller’s failure to fulfill its obligations regarding Resource Adequacy Benefits as set forth in Sections 3.01 and 3.02;
(iii) NERC Standards Non-Compliance Penalties or an attempt by any Governmental Authority, person or entity to assess such NERC Standards Non-Compliance Penalties against Anaheim, except to the extent solely due to Anaheim’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Delivery Term;
(iv) injury or death to persons, including Anaheim employees, and physical damage to property, including Anaheim property, to the extent (i) the damage arises out of, is related to, or is in connection with, Seller’s negligent performance of its obligations under this Agreement, and (ii)damage to Anaheim’s property is not covered under property insurance carried by Anaheim;
(v) injury or death to any person or damage to any property, including the personnel or property of Anaheim, to the extent that Anaheim would have been protected had Seller complied with all of the provisions of Section 10.11; provided, the inclusion of this Section 10.03(b)(v) is not intended to create any express or implied right in Seller to elect not to provide the insurance required under Section 10.11;
(vi) any breach by Seller of the covenants set forth in Section 2.06(b), or:
(vii) any breach by Seller of the obligations set forth in Section 3.19. In addition, Seller waives any and all rights whatsoever that Seller may otherwise have against Anaheim (including without limitation any right of reimbursement) with respe...
Seller’s Indemnification Obligations. The Seller shall indemnify and hold harmless the Purchaser from and against any and all Losses incurred or suffered by the Purchaser based upon, arising out of, or otherwise in respect of (i) any inaccuracies in or any breach of any representation or warranty of the Seller contained in this Agreement or (ii) any breach of any covenant or agreement of the Seller contained in this Agreement.
Seller’s Indemnification Obligations. In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.02, Seller releases, and shall indemnify, defend and hold harmless SCE, and SCE’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with:
(a) any breach made by Seller of its representations, warranties, or covenants in Article 9;
(b) injury or death to persons, including SCE employees, and physical damage to property, including SCE property, where the injury, death, or damage arises out of, is related to, or is in connection with, Seller’s construction, ownership or operation of the Project, or obligations or performance under this Agreement;
(c) injury or death to any person or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Seller complied with all of the provisions of Section 14.07 (Insurance); provided, the inclusion of this Section 13.02(c) is not intended to create any express or implied right in Seller to elect not to provide the insurance required under Section 14.07;
(d) any breach by Seller of the covenants set forth in Section 10.06;
(e) any violation of Applicable Laws arising out of or in connection with Seller’s performance of, or failure to perform this Agreement, including strict liability;
(f) any (i) release of a Hazardous Material by Seller, any of Seller’s EPC Contractors or other contractors, or any of its or their subcontractors, (ii) enforcement or compliance proceeding relating to or in connection with any alleged, threatened or actual violation of any environmental law by Seller or its EPC Contractor or any of Seller’s or its EPC Contractor’s subcontractors, or
Seller’s Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Buyer, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officers, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, "Buyer's Losses"):
(a) resulting from any a breach of the representations made by Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.17 or in any certificate delivered at Closing; or
(b) relating to the Retained Obligations. Seller's indemnification obligations for Buyer's Losses under this Section 11.2 shall expire on the one-year anniversary of the Closing Date (the "Survival Date"), except as follows:
(i) Buyer's Losses for which a notice is received by Seller as provided in this Agreement prior to such date; and
(ii) Buyer's Losses relating to those items referenced in clauses (i), (ii), and (iii) of the Retained Obligations.
Seller’s Indemnification Obligations. (a) Subject to the terms and conditions of this Section 9, the Sellers, jointly and severally, shall indemnify and defend the Purchaser, its Affiliates and each of their respective officers, directors, employees and agents (collectively, the “Purchaser Indemnified Parties” and each a “Purchaser Indemnified Party”) against and from all Damages suffered, sustained or incurred by any Purchaser Indemnified Party, whether in respect of third party claims or claims between the parties hereto relating to, as a result of or arising out of:
(i) any inaccuracy in or breach of any representation and warranty made by the Company or Sellers to the Purchaser under Section 2 or Section 3 (other than Fundamental Seller Representations and the representations and warranties under Section 2.6 and Section 3.31) or by the Company or Sellers in any certificate delivered by the Company or Sellers at Closing pursuant to Section 7.1;
(ii) any inaccuracy in or breach of any Fundamental Seller Representations;
(iii) any breach by the Sellers of, or failure by the Sellers to comply with, any covenant or obligation under this Agreement to be performed by Sellers;
(iv) any Pre-Closing Taxes;
(v) any Fraud of the Sellers;
(vi) any unpaid Indebtedness or Company Transaction Expenses;
(vii) any rate or other adjustments, including any cost disallowances and related assessed damages and penalties under the applicable Government Contract, that result in a Damages to the Company with respect to any audit of a Government Contract related to (1) any period ending on or before the Closing or (2) any periods beginning before, but ending after, the Closing to the extent any adjustments relate to the portion of such period prior to Closing; and
(viii) the matters set forth on Schedule 9.2(a)(viii).
(b) Notwithstanding anything to the contrary contained herein, for purposes of determining whether there has been a breach and the amount of any Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and the schedules and exhibits hereto shall be read without regard and without giving effect to any “materiality” or “Material Adverse Effect” qualification contained in such representation or warranty which has the effect of making such representation and warranty less likely to be breached (as if such word or words were deleted from such representation or warranty); except, however, the foregoing proviso shall not apply for purpose...
Seller’s Indemnification Obligations. With respect to each of the aircraft and the Final Spares Package, Seller will indemnify the Buyer Indemnitees (defined below) in full on demand in respect of all losses, liabilities, claims, proceedings, penalties, judgments, damages, costs and expenses (“Buyer’s Losses”) suffered or incurred by Buyer, its lenders, shareholders, and their respective affiliates, and their respective officers, managers, directors, members, shareholders, employees, agents, successors and assigns (each a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”) arising out of or connected in any way with:
(1) any event, act or omission occurring prior to the Closing Date, including, without limitation, related to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each and every case whether directly or indirectly) the purchase, manufacture, ownership, possession, registration, storage, performance, transportation, management, sale, control, inspection, use or operation, design, condition, testing, delivery, leasing, maintenance, repair, service, modification, overhaul, replacement, removal or redelivery of such Aircraft or the Spares Package; or
(2) the breach of, or any misrepresentation by the Seller of, any of its covenants, representations or warranties set forth in this Agreement.
Seller’s Indemnification Obligations. In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(b), Seller releases, and shall indemnify, defend and hold harmless SCE, and SCE’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, including claims arising from a breach of
Seller’s Indemnification Obligations. Seller (for purposes of this Section 9.02, the “Indemnifying Party”) shall indemnify, defend, and hold harmless the Indemnified Parties from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that Indemnified Parties incur or suffer as a result of, or arising out of (a) the Seller’s breach of any of its representations, warranties, covenants or agreements in this Agreement or in any other document delivered pursuant to or in connection with this Agreement, (b) any setoff rights exercised against the Indemnifying Party under any Purchased Asset by the related Borrower or any other Obligor or (c) Indemnifying Party’s obligations and liabilities (whether past, current or assumed pursuant to the Sale and Servicing Agreement) with respect to, or in connection with, any Purchased Asset, resulting from facts, events, or circumstances arising or occurring with respect to such Purchased Asset prior to the close of business on the related Purchase Date. In no event shall Indemnifying Party or any of its Affiliates or any of their respective directors, members, officers, employees, or agents be liable to any Indemnified Party pursuant to this Section 9.02 for special, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits in connection with or under this Agreement).