Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.
Seller’s Indemnification of Buyer. Subject to the limitations set forth below, Seller shall indemnify, defend and save and hold harmless Buyer and its Affiliates, and its and their respective Representatives (the “Buyer Indemnified Parties”), from and against any and all Losses attributable to or which arise from or in connection with:
(i) (Certain Representations) any breach by Seller of any of its representations or warranties under Sections 6.1 through 6.6, inclusive, Section 6.8 and Section 6.19;
(ii) (Other Representations) any breach by Seller of any of its representations or warranties under Sections 6.7, Section 6.9 through 6.18, inclusive, and Section 6.20 through 6.22, inclusive; provided (A) Seller shall not have any liability for claims made under this clause (ii) after the first anniversary of the Closing Date; (B) Seller shall have liability for claims made under this clause (ii) only to the extent that such claims in the aggregate exceed a deductible amount equal to 1.5% of the Base Purchase Price; and (C) Seller’s aggregate liability for all claims made under this clause (ii) shall be limited to and shall not exceed 20% of the Base Purchase Price;
(iii) (Covenants and Agreements) any breach by Seller of its covenants or agreements under this Agreement; provided that Seller shall not have any liability for claims made under this clause (iii) after the second anniversary of the Closing Date;
(iv) (Royalties) any Royalties payable by Seller on or attributable to production from the Assets during the period prior to the Effective Time; provided Seller shall not have any liability for claims made under this clause (iv) after the second anniversary of the Closing Date;
(v) (Property Expenses) any Property Expenses (excluding Assumed Environmental Liabilities and Buyer’s Plugging and Abandonment Obligations) that are attributable to periods prior to the Effective Time; provided Seller shall not have any liability for claims made under this clause (v) after the second anniversary of the Closing Date;
(vi) (Personal Injury) any claim by any Person for personal injury or wrongful death that is attributable to events relating to the Assets and occurring during the period prior to the Closing Date; provided Seller shall not have any liability for claims made under this clause (vi) after the second anniversary of the Closing Date;
(vii) (Taxes) any Taxes allocable to Seller under Section 14.1 (to the extent not taken into account as an adjustment to the Base Purchase Price pursuant to Se...
Seller’s Indemnification of Buyer. SELLER will indemnify and defend BUYER, its parent, its affiliates and subsidiaries and their respective agents, officers, directors and employees (collectively, the “P&G GROUP”) in accordance with section 17 against any damages, third party claims and reasonable cost of defense (“DAMAGES”), arising out of or relating to (or in the case of third party claims, alleging): (i) SELLER’s breach of this AGREEMENT; (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of SELLER or SELLER’S REPRESENTATIVES; (iii) bodily injury, death, or damage to personal property arising out of or related to SELLER’s or SELLER’S REPRESENTATIVES’ acts or omissions; (iv) SELLER’S REPRESENTATIVES alleging employment with BUYER; or (v) the GOODS/SERVICES or any of its parts infringing, violating or misappropriating IP RIGHTS.
Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject to the provisions of this Article XIII, from and after the Closing, Seller shall (i) indemnify and hold harmless, Buyer, its Affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses, and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, to the extent caused by, arising from or incurred by:
(a) Seller’s breach of any representation or warranty in this Agreement or the Closing Documents; provided, however, that Seller shall not have any liability under this clause (a) for (i) any breach of a representation or warranty contained in the Commercial Agreements, or (ii) any breach of a representation or warranty contained in this Agreement or the Closing Documents if Buyer had Knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing;
(b) Seller’s breach of or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b) which is addressed in Section 13.02(d) below) or the Closing Documents (excluding the Commercial Agreements);
(c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.02; and
(d) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions of the Buyer Indemnified Parties or their contractors, licensees and invitees.
Seller’s Indemnification of Buyer. Upon Closing, each Seller shall, severally and jointly, defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, and (ii) any breach by Sellers of their representations, warranties and/or covenants under this Agreement.
Seller’s Indemnification of Buyer. SELLER shall, in addition to SELLER’s obligation to indemnify BUYER, its parent, its affiliates and subsidiaries and their respective agents, officers, directors and employees (“BUYER INDEMNITEE”) by law, in equity or otherwise, at its own expense, at BUYER’s option defend, indemnify and hold harmless BUYER INDEMNITEE from and against all third-party claims, allegations, demands, liabilities, obligations, charges, fines, losses, damages, penalties, interest, costs and expenses, including, without limitation, reasonable legal fees, experts’ fees, and expenses and any amounts paid in settlement (collectively “CLAIMS”), to the extent directly attributable to arising from or relating to any of the following: (i) SELLER’s breach of or inaccuracy in, any representation, warranty, or other obligation set forth in this AGREEMENT; (ii) the gross negligence, bad faith, intentional or willful misconduct of SELLER or subcontractors or their respective employees or other representatives; (iii) SELLER’s use of any subcontractors arising out of or relating to SELLER’s performance under this AGREEMENT; or (iv) bodily injury, death or damage to personal property arising out of and relating to SELLER’s negligence in its performance under this AGREEMENT.
Seller’s Indemnification of Buyer. Seller and XXXXX XXXXXX shall indemnify and hold harmless Buyer against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store as of or prior to the Closing Date, and with the exception of liabilities expressly assumed by Buyer, all liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of how and when the same may have arisen, which are asserted against Buyer as a result of this Agreement or the consummation of the transactions contemplated herein. Seller and Xxxxx XxXxxx also indemnify, defend, and hold harmless Buyer against and in respect of any cost, damage, expense, liability or loss incurred or suffered by Buyer resulting from or arising out of the breach, inaccuracy, misrepresentation or untruth of any representation or warranty which survives the Closing, or the nonfulfillment of the post-closing agreements of Seller, including without limitation the agreements of Seller set forth in Section 8.5 regarding access to records in order for Buyer to conduct an audit of the last two (2) fiscal years and unaudited financial data up to the Closing Date. The foregoing indemnifications shall be joint and several, and indemnified costs and expenses shall include reasonable attorney's fees and related expenses. The right of indemnification shall be in addition to and shall not operate as a limitation on any other right or remedy pursuant to this agreement or any document or instrument executed in connection with the consummation of the sale and purchase of the Drug Store. The provisions of this paragraph shall survive the closing of this transaction for a period of one (1) year.
Seller’s Indemnification of Buyer. Seller and (Illegible) shall indemnify and hold harmless Buyer against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store as of or prior to the Closing Date, and with the exception of liabilities expressly assumed by Buyer, all liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of how and when the same may have arisen, which are asserted against Buyer as a result of this Agreement or the consummation of the transactions contemplated herein.
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall indemnify, save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) any matter for which Seller has agreed to indemnify Buyer under this Agreement, and (ii) any breach of representations, warranties, covenants, or agreements by Seller under this Agreement which are not waived or deemed waived under Section 12.1, 4.12 or 8.2 of this Agreement or this Article XI of this Agreement. The Seller’s obligations under this Section 11.2(a) are limited as provided in Section 11.3.
Seller’s Indemnification of Buyer. Seller hereby agrees that, notwithstanding the Closing and the delivery of instruments of conveyance, Seller will indemnify, defend, save and hold Purchaser and its stockholders, directors, employees, agents and affiliates (collectively "Indemnified Persons of Seller") harmless from and against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorney fees and other costs and expenses incident to any suit, action or proceeding) arising out of or resulting from and will pay to Purchaser the amount of damages suffered thereby together with any amount which it may pay or become obligated to pay (collectively "Buyer's Damages") on account of:
(a) the breach or inaccuracy of any warranty or representation by Seller herein or any misstatement of a fact or facts herein made by Seller;
(b) the failure by Seller to state or disclose a material fact herein necessary in order to make the facts herein stated or disclosed not misleading;
(c) any failure of Seller to perform or observe any term, provision, covenant or condition hereunder on the part of it to be performed or observed; or
(d) any act performed, transaction entered into, or state of facts suffered to exist by Seller in violation of the terms of this Agreement. In the event of any claim by an Indemnified Person of Seller under this Article XII, such Person shall be entitled to exercise all remedies provided by law and/or equity with respect thereto; in addition upon delivery of written notice of a claim hereunder specifying the claim in reasonable detail, Purchaser shall be entitled to escrow with an independent third party the amount of such claim by deducting the amount of such claim from any amounts due Seller until such claim is resolved.
