Seller’s Indemnity Sample Clauses
The Seller’s Indemnity clause requires the seller to compensate the buyer for losses, damages, or liabilities that arise from specific breaches of contract or certain actions by the seller. Typically, this clause covers issues such as misrepresentations, failure to fulfill contractual obligations, or third-party claims related to the seller’s conduct prior to the transaction. Its core practical function is to allocate risk by protecting the buyer from financial harm caused by the seller’s actions or omissions, thereby ensuring accountability and reducing potential disputes after the sale.
POPULAR SAMPLE Copied 757 times
Seller’s Indemnity. A. Seller agrees to indemnify and hold Buyer harmless from, against and in respect of, and shall on demand reimburse Buyer for:
(i) any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Seller contained in any Transaction Document to which it is a party;
(ii) any and all obligations of Seller not specifically assumed by Buyer pursuant to the terms of this Agreement, including any and all liabilities arising with respect to the System, Assets and Contracts or other agreements assumed by Buyer and relating to events which occurred prior to the Closing Date, except to the extent adjusted in favor of Buyer pursuant to Section 2.4;
(iii) any claims made by creditors with respect to non- compliance with any bulk sales law relating to this Agreement and the transactions contemplated hereby; and
(iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.
B. If any claim covered by the foregoing indemnity is asserted against Buyer by a third party, Buyer shall promptly give the Seller notice thereof and give Seller an opportunity to defend the same with counsel of Seller's choice at Seller's expense. Buyer shall provide reasonable cooperation in connection with such defense. In the event that Seller desires to compromise or settle any such claim, Buyer shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for money damages only and will include a full release and discharge of Buyer, and Buyer withholds its consent to such compromise or settlement, Buyer and Seller agree that (1) Seller's liability shall be limited to the amount of the proposed settlement and Seller shall thereupon be relieved of any further liability with respect to such claim, and (2) from and after such date, Buyer will undertake all legal costs and expenses in connection with any such claim and shall indemnify Seller from any further liability or obligation to such third party in connection with such claim in excess of the amount of the proposed settlement. If Seller fails to defend any claim within a reasonable time, Buyer shall be entitled to assume the defense thereof,...
Seller’s Indemnity. 11.2.1. During the indemnification Survival Period (or thereafter solely with respect to any Indemnity Claim made prior to the expiration of the applicable Survival Period), Seller and Shareholder shall indemnify and hold harmless Purchaser and its Affiliates from and against any and all demands, claims, losses, liabilities, actions or causes of action, assessments, actual damages (but excluding consequential damages such as lost profits and punitive damages), fines, Taxes, penalties, reasonable costs and expenses (including, without limitation, interest, reasonable expenses of investigation, reasonable fees and disbursements of counsel, accountants and other experts (whether such reasonable fees and disbursements of counsel, accountants and other experts relate to claims, actions or causes of action asserted by Purchaser against Seller or asserted by third parties)) (collectively "Losses") incurred or suffered by Purchaser, its Affiliates, and their respective officers, directors, employees, agents and Representatives, arising out of, resulting from, or relating to:
(a) Any breach of any of the representations or warranties made by Seller in this Agreement or in any agreement, certificate, exhibit or other instrument delivered by the Seller pursuant to this Agreement;
(b) Any failure by Seller to perform any of its covenants or agreements contained in this Agreement or in any agreement, certificate or other instrument delivered by the Seller pursuant to this Agreement; and
(c) Any claims by third parties (including claims by other stockholders) arising from, relating to or out of (i) the ownership or operation of the System or the Assets prior to the Closing Date, or (ii) the execution or performance of this Agreement by Seller.
11.2.2. As collateral security for Sellers indemnification obligations under this Agreement, at the Closing, in accordance with Section 2.2 hereof, Purchaser shall deliver to the Escrow Agent, the Escrow Amount (as defined in Section 2.2), to be held in an interest bearing account pursuant to the terms of an escrow agreement, in substantially the form of SCHEDULE 11.2.2 attached hereto (the "Escrow Agreement"). The Escrow Amount shall be held by the Escrow Agent for a period of eighteen (18) months after the Closing Date upon the expiration of which time the Escrow Amount, plus any accrued but undistributed interest, shall be released to Seller, subject to a continuing hold back of the Escrow Amount for any asserted and outstandin...
Seller’s Indemnity. Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.
Seller’s Indemnity. Subject to Section 12.10, Section 12.11 and Section 12.12, Seller shall release and indemnify, defend and hold Buyer and its Representatives harmless from and against any and all Claims caused by, resulting from, or incidental to the Retained Obligations.
Seller’s Indemnity. In addition to any other applicable rights under this Agreement, Seller agrees to indemnify, defend and hold Buyer and its officers, directors, partners, members, agents, employees, affiliates, attorneys, heirs, successors and assigns (collectively, “Buyer’s Indemnified Parties”) harmless from and against any and all liabilities, liens, claims, damages, costs, expenses, suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and all expenses related thereto, including, without limitation, court costs and reasonable attorneys’ fees arising out of or in any way connected or related to (i) the ownership, maintenance, or operation of the Property and accruing prior to Closing, (ii) any breach or nonperformance by Seller of any provision or covenant contained in this Agreement or in any certificate or other instrument or document furnished (or to be furnished) by Seller with respect to the transactions contemplated hereunder, (iii) any liability arising because of a breach of lease, breach of contract, breach of the Loan Documents, or other matter related to the Property which occurred or arose or is alleged to have occurred or arisen prior to Closing and which is due to actions taken by Seller, or (iv) the breach of any representation or warranty of Seller contained in this Agreement. The indemnities set forth in this Section shall survive Closing without limitation. Provided, however, that the indemnities set forth in this Section shall not apply to the extent of any item that by this Agreement specifically becomes the obligation of Buyer after the Closing pursuant to the terms and conditions of this Agreement.
Seller’s Indemnity. SELLERS AGREE TO RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD BUYER, THE GENERAL PARTNER, AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS FROM AND AGAINST ALL CLAIMS, LOSSES, COSTS, DEMANDS, DAMAGES, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE OUT OF OR ARE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENT, (II) THE PERFORMANCE OF THE SERVICES IN SECTION 4.1, (III) THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENT, OR (IV) THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
Seller’s Indemnity. Subject to the terms of this Section, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses ("Damages") asserted against or incurred by Buyer by reason of or resulting from a breach by Seller of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.
Seller’s Indemnity. Seller agrees to indemnify, and hold harmless Buyer in respect to any and all claims, losses, damages, liabilities, and expenses, (including without limitation, settlement costs, and any legal, accounting, and any other expenses for investigating or defending any actions or a threatened action) reasonably incurred by Buyer in connection with any liabilities or claims made against Buyer because of any act or failure to act of Seller, rising prior to the
Seller’s Indemnity. Each of the Seller Parties jointly and severally agrees to indemnify, defend and hold harmless PEI and its directors, officers, stockholders, employees, Affiliates, agents and assigns against any and all Losses incurred directly or indirectly, as a result of, or based upon or arising from:
(a) any Tax payable by or on behalf of the Seller Parties for any taxable period (or portion thereof) ending on or prior to the Closing Date,
(b) any deficiencies in any Tax payable by or on behalf of the Seller Parties arising from any audit by any taxing agency or authority with respect to any period (or portion thereof) ending on or prior to the Closing Date,
(c) any claim or demand for reimbursement or indemnification resulting from any transfer by the Seller Parties prior to the Closing of any Tax benefits or credits to any other Person,
(d) any Tax liabilities arising out of the transfer of the Purchased Assets, except as expressly provided for herein, and
(e) with respect to any Taxes payable by PEI with respect to the operation of the Business (other than PEI's income or franchise taxes) due for periods beginning before and ending after the Closing Date (whether or not assessed prior to the Closing Date), a pro-rata share of such Taxes, calculated as if the period ended on the Closing Date. For purposes of calculating Sellers' pro-rata share of Taxes described in this Section 10.3.1(e), the Closing Date will be treated as the last day of a taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on the Closing Date will be:
(i) in the case of Taxes that are either (A) based upon or related to income or receipts, (B) imposed in connection with any sales or other transfer or assignment of property (real or personal, tangible or intangible) other than transfers pursuant to this Agreement or (C) imposed on a periodic basis and measured by the level of any item which is required to be determined as of the Closing Date or which is reasonably determinable as of the Closing Date and such determination is made by a party in a manner reasonably acceptable to both parties, deemed equal to the amount which would be payable if the period for which such Tax is assessed ended with the Closing Date; and
(ii) in the case of Taxes imposed on a periodic basis and measured by the level of any item, other than Taxes described in clause (i) above, will be deemed to be the amount of such Taxes for the entire period (or, in the cas...
Seller’s Indemnity. THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES
(I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, AND
(II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.