Common use of Seller’s Indemnification Rights Clause in Contracts

Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Purchaser shall be responsible for, shall pay, and shall indemnify, defend, and hold harmless each Seller, each Affiliate of such Seller, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, and Damages caused by, arising out of, attributable to, or resulting from: (a) any failure or breach of any of Purchaser’s covenants or agreements contained in this Agreement or in any Transaction Document; (b) any failure or breach of any representation or warranty made by Purchaser contained in Article 4 of this Agreement, in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) or in any Transaction Document; and/or (c) any of the Assumed Obligations. EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, OR THIRD PARTY, but excepting and excluding in the case of Section 11.2(a), Section 11.2(b) and Section 11.2(c), any Damages against which Purchaser is entitled to indemnity from any Seller under Section 11.3 at the time the applicable Claim Notice is presented by Purchaser (but such exception and exclusion only applying to the extent and for the periods Sellers are obligated hereunder to provide such indemnity under this Article 11).

Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Purchaser shall be responsible for, shall pay, and shall indemnify, defend, defend and hold harmless each Seller, each Affiliate of such Seller, and each of such Person’s respective shareholders, members, managers, partners, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, attorneys and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, and Damages caused by, arising out of, attributable to, to or resulting from: (a) any the failure or breach of any of Purchaser’s covenants or agreements contained in this Agreement or in any Transaction Documentthe certificate delivered by Purchaser pursuant to Section 10.3(f); (b) any failure or breach of any representation or warranty made by Purchaser contained in Article 4 of this Agreement, Agreement or in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) or in any Transaction Document10.3(f); and/or and/or (c) any of the Assumed Obligations. EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY, LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, OR THIRD PARTYMEMBER OF SELLER GROUP, but excepting and excluding in the case of Section 11.2(a), Section 11.2(b11.2(c) and Section 11.2(c), any Damages against which Purchaser is entitled to indemnity from any Seller indemnification under Section 11.3 11.3(c) and Section 11.3(d) at the time the applicable Claim Notice is presented by Purchaser (but such exception and exclusion only applying to the extent and for the periods Sellers are Seller is obligated hereunder to provide such indemnity under this Article 11).

Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing DateClosing, Purchaser and Company shall be jointly and severally responsible for, shall pay, and shall jointly and severally indemnify, defend, defend and hold harmless each Seller, Ameredev Operating, each Affiliate of each such SellerPerson, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, attorneys and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, and Damages Xxxxxxx caused by, arising out of, attributable to, to or resulting from: (a) any the failure or breach of any of PurchaserPurchaser Party’s covenants or agreements contained in this Agreement or in any Transaction Document; (b) any the failure or breach of Company’s covenants or agreements to be performed after Closing; (c) any breach or inaccuracy of any representation or warranty made by a Purchaser Party contained in Article 4 6 of this Agreement, Agreement or in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) or in any Transaction Document; and/orParty Certificate; (cd) any of the Assumed Obligations. EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSSPost-Effective Time Company Taxes, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, OR THIRD PARTY, but excepting and excluding in the case of Section 11.2(a), Section 11.2(b) and Section 11.2(c), except any Damages against which Purchaser is entitled to indemnity from any Seller Sellers’ Representative under Section 11.3 at 13.2, and except any Post-Effective Time Company Taxes that result from actions taken outside the time ordinary course of business by Sellers, any of their Affiliates or any member of the Company Group prior to the Closing, were economically borne by the Purchaser pursuant to the adjustments to the Unadjusted Purchase Price made pursuant to Section 2.4 and/or Section 2.7, as applicable Claim Notice is presented or were economically borne by Purchaser pursuant to Section 11.1(c); and/or (but such exception e) the conduct, ownership or operation of the Subject Securities, Company, the Business and/or the Assets, excepting and exclusion only applying excluding any Damages against which Purchaser is entitled to the extent and for the periods Sellers are obligated hereunder to provide such indemnity from Sellers’ Representative under this Article 11).Section 13.2;

Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Purchaser Purchasers shall be responsible for, shall pay, pay and shall indemnify, defend, defend and hold harmless each Seller, each Affiliate of such each Seller, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, attorneys and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, action and Damages caused by, arising out of, attributable to, to or resulting from: (a) any failure or breach of any of Purchaser’s Purchasers’ covenants or agreements contained in this Agreement or in any Transaction DocumentAgreement; (b) any failure inaccuracy or breach of any representation or warranty made by Purchaser Purchasers contained in Article 4 6 of this Agreement, or in the certificate delivered by Purchaser Purchasers at Closing pursuant to Section 8.3(g) or in any Transaction Document10.3(d); and/or (c) any Fortis’ operation and management of the Assumed ObligationsSubject Company Group and/or the Assets prior to the Closing Date excepting and excluding those Damages resulting from the gross negligence or willful misconduct of any member of the Fortis Group. EXCEPT AS OTHERWISE STATED TO THE CONTRARY IN THIS SECTION 13.1, EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, OR THIRD PARTY, but excepting and excluding in the case of Section 11.2(a), Section 11.2(b) and Section 11.2(c), any Damages against which Purchaser is entitled to indemnity from any Seller under Section 11.3 at the time the applicable Claim Notice is presented by Purchaser (but such exception and exclusion only applying to the extent and for the periods Sellers are obligated hereunder to provide such indemnity under this Article 11).

Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Purchaser shall be responsible for, shall pay, and shall indemnify, defend, defend and hold harmless each Seller, each Affiliate of such Seller, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, attorneys and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, and Damages caused by, arising out of, attributable to, to or resulting from: (ai) any the failure or breach of any of Purchaser’s covenants or agreements contained in this Agreement or in any Transaction Document; (bii) any failure or breach of any representation or warranty made by Purchaser contained in Article 4 5 of this Agreement, in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) Agreement or in any other Transaction Document; and/orand (ciii) any of the Assumed Obligations. EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY, LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, INVITEES OR THIRD PARTYPARTIES, but excepting and excluding in the case of Section 11.2(a), Section 11.2(b12.2(c) and Section 11.2(c), any Damages against which Purchaser is entitled to indemnity from any Seller under Section 11.3 12.3(c) at the time the applicable Claim Notice is presented by Purchaser Xxxxxxxxx (but such exception and exclusion only applying to the extent and for the periods Sellers are Seller is obligated hereunder to provide such indemnity under this Article 1112).

Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing DateClosing, Purchaser and Company shall be jointly and severally responsible for, shall pay, and shall jointly and severally indemnify, defend, defend and hold harmless each Seller, each Affiliate of such each Seller, Operating Affiliate, Specified Affiliate and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, attorneys and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, action and Damages caused by, arising out of, attributable to, to or resulting from: (a) any the failure or breach of any of PurchaserPurchaser Party’s covenants or agreements contained in this Agreement or in any Transaction Document; (b) any the failure or breach of Company’s covenants or agreements to be performed after Closing; (c) any breach or inaccuracy of any representation or warranty made by a Purchaser Party contained in Article 4 ‎Article 6 of this Agreement, Agreement or in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) or in any Transaction Document; and/orParty Certificate; (cd) any of the Assumed Obligations. EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSSPost-Effective Time Company Taxes, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, OR THIRD PARTY, but excepting and excluding in the case of Section 11.2(a), Section 11.2(b) and Section 11.2(c), except any Damages against which Purchaser is entitled to indemnity from Sellers’ Representative under ‎Section 13.2, and except any Seller under Section 11.3 at Post-Effective Time Company Taxes that (i) result from actions taken outside the time ordinary course of business by Sellers, any of their Affiliates or any member of the Company Group prior to the Closing, (ii) were economically borne by the Purchaser pursuant to the adjustments to the Unadjusted Purchase Price made pursuant to ‎Section 2.4 and/or ‎Section 2.7, as applicable Claim Notice is presented or (iii) were economically borne by Purchaser pursuant to ‎Section 11.1(c); (but such exception e) the conduct, ownership or operation of the Subject Securities, Company Group, the Business and/or the Assets, excepting and exclusion only applying excluding any Damages against which Purchaser is entitled to indemnity from Sellers’ Representative under ‎Section 13.2; and/or (f) the extent and for the periods Sellers are obligated hereunder to provide such indemnity under this Article 11).Specified Tax Matters set forth on Part 2 of Schedule 1.7;

Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing DateClosing, Purchaser and each Subject Company shall be jointly and severally responsible for, shall pay, and shall jointly and severally indemnify, defend, defend and hold harmless each SellerSellers, each Affiliate of such Sellertheir respective Affiliates, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, attorneys and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, action and Damages caused by, arising out of, attributable to, to or resulting from: (a) any the failure or breach of any of PurchaserPurchaser Party’s covenants or agreements contained in this Agreement or in any Transaction Document; (b) the failure or breach of any member of a Subject Company Group’s covenants or agreements to be performed after Closing; (c) any failure or breach of any representation or warranty made by any Purchaser Party contained in Article 4 6 of this Agreement, Agreement or in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) or in any Transaction DocumentCertificate; and/or (cd) any the conduct, ownership or operation of the Assumed Obligations. Subject Securities, the Subject Company Groups, the Business and/or the Assets; EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY, LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, INVITEES OR THIRD PARTYPARTIES, but excepting and excluding Fraud and, in the case of Section 11.2(a), Section 11.2(b) and Section 11.2(c13.1(d), any Damages against with respect to which Purchaser is entitled to indemnity from any Seller under Section 11.3 13.2 (subject to the terms of this Agreement, including Section 13.3) at the time the applicable Claim Notice is presented by Purchaser (but such exception and exclusion only applying to the extent and for the periods Sellers are Seller is obligated hereunder to provide such indemnity under this Article 11Section 13.2).