Seller’s Indemnity. Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period:
(i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders;
(ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing;
(iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document;
(iv) the Litigation described in SCHEDULE 3.7 hereto; and
(v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations ...
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. 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. 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.
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. 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. 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. 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. Seller shall (i) defend or settle, at its option and expense, any claim against Buyer alleging that any product furnished here under, in the form in which it is furnished by Seller, infringes any United States, EU or Swiss patent copyright or trademarks; (ii) reimburse Buyer for any costs incurred at Seller's written request; and (iii) pay all damages and costs assessed by final judgment against Buyer and attributable to such claim. Seller shall have the right, at any time and at its option and expense to:
(i) procure for Buyer the right to continue using such product; (ii) replace or modify any such product provided or to be provided to be free of the infringement claim and, or discontinue further deliveries of the product; or (iii) require return of such product and refund the purchase price paid less a reasonable allowance for use, damage and obsolescence. Seller's obligations hereunder are conditioned upon:
(i) Buyer giving Seller prompt written notice of any such claim; (ii) Seller having complete control of the defense and settlement thereof; and (iii) Buyer cooperating fully with Seller to facilitate the defense or settlement of such claim.
Seller’s Indemnity. Seller shall, at its own cost, defend, indemnify and save harmless Purchaser and its officers, directors, employees, and agents from and against any and all liability, damages, losses, claims, demands, actions, causes of action, expenses (including, but not limited to, fines, penalties, court costs, and fees and expenses of counsel), and costs (collectively, “Losses”) resulting from third party claims (excluding Purchaser, EPC Contractor and Purchaser’s lender(s) or anyone directly controlled, directed, employed or supervised by any of them) alleging or resulting from the death or injury to any person or damage or destruction to any property, to the extent:
