Seller’s Indemnity Obligation. If Closing shall occur, then effective from and after the Closing Date, and subject to the limitations set forth in Section 4.4, Seller shall DEFEND, INDEMNIFY and HOLD HARMLESS Buyer Group from and against any and all Claims arising out of, resulting from, or relating to:
Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.4 and otherwise herein, Seller and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS each of Buyer and Parent and their respective Affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its Affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with or relating to:
Seller’s Indemnity Obligation. Except as otherwise provided herein, Seller shall indemnify, hold harmless and defend Buyer from and against all claims, losses, suits or causes of action, liabilities, expenses, costs, demands and obligations, including reasonable legal fees (collectively, the “Losses”), arising out of or relating to: (i) the conduct of business and operations at the Branch (including the Purchased Assets, Assumed Liabilities and employees) prior to the close of business on the Effective Date, including any act or omission of Seller prior to the close of business on the Effective Date relating to the Purchased Assets or the Assumed Liabilities; (ii) any liability of Seller which is not assumed by Buyer hereunder, (iii) any material breach of any representation or warranty made by Seller in this Agreement or in any certificate or other document delivered to Buyer hereunder, or (iv) any material breach of any covenant made by Seller in this Agreement or in any certificate or other document delivered to Buyer hereunder; provided, however, that this Section 1.7(a) shall not be applicable to the Loan Purchase Agreement, which sets forth the exclusive representations, warranties, covenants and remedies applicable to the Other Loans and to the transactions contemplated therein. Promptly after the receipt of notice of a Loss with respect to which Buyer will seek a defense, indemnification, reimbursement or other remedy under this Section, Buyer shall notify Seller in writing, setting forth in reasonable detail the basis therefor and providing copies of all relevant documents relating thereto. Seller shall then have thirty (30) days from the date it received such notice to investigate the Loss and determine whether it will elect to assume the defense of the matter. If it does so elect, Buyer shall give its full cooperation and assistance to Seller in maintaining a defense. Seller shall not be liable for any amounts paid in settlement of a Loss if such settlement is effected without Seller’s written consent, which consent shall not be unreasonably withheld. It is understood that the obligations of Seller under this Section shall survive the Effective Date to the extent provided in Section 1.7(c) below.
Seller’s Indemnity Obligation. Seller shall, subject to the limitations set forth below, release Buyer from and shall fully protect, indemnify and defend Buyer, its officers, agents, employees and Affiliates and hold them harmless from and against any and all Claims relating to, arising out of, or connected, directly or indirectly, with the ownership or operation of the Properties, or any part thereof, pertaining to the period of time prior to the Closing Date; including without limitation, Claims relating to (a) injury or death of any person or persons whomsoever, (b) damages to or loss of any property or resources, (c) common law causes of action such as negligence, gross negligence, strict liability, nuisance or trespass, or (d) fault imposed by statute, rule, regulation or otherwise. BY EXECUTING THIS AGREEMENT, SELLER EXPRESSLY AGREES PURSUANT TO THIS SECTION 8.2 TO RELEASE AND INDEMNIFY AND HOLD HARMLESS BUYER, BUYER’S OFFICERS, AGENTS, EMPLOYEES AND AFFILIATES FROM AND AGAINST THE CONSEQUENCES OF EACH SUCH INDEMNITEE’S OWN NEGLIGENCE (WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, AND WHETHER SUCH NEGLIGENCE IS THE SOLE PROXIMATE CAUSE OR A PROXIMATE CAUSE JOINTLY AND CONCURRENTLY WITH THE NEGLIGENCE OF SELLER OR OTHERS).
Seller’s Indemnity Obligation. After Closing Sellers shall, individually and severally, release Buyer from and shall fully protect, indemnify and defend Buyer Indemnitees and hold them harmless from and against any and all Claims relating to, arising out of, or connected, directly or indirectly, with:
Seller’s Indemnity Obligation. (a) Seller agrees that Seller will indemnify and hold Purchaser harmless in respect of the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) incurred or suffered by Purchaser (collectively the "Indemnifiable Damages of Purchaser"), (i) as a result of breach of any warranty or representation made by Seller pursuant to this Agreement or (ii) resulting from any default in the performance of any covenant or agreement made by the Seller pursuant to this Agreement. Seller shall not be required to indemnify Purchaser until the aggregate amount of Indemnifiable Damages of Purchaser exceeds $10,000.
Seller’s Indemnity Obligation. Following Closing, Seller shall, subject to the limitations set forth below, release Buyer from and shall fully protect, indemnify and defend Buyer, its directors, officers, agents, employees, legal counsel and financial advisors and Affiliates (collectively, the “Buyer Indemnified Parties”) and hold them harmless from and against any and all Losses suffered or incurred by the Buyer Indemnified Parties that arise out of, result from, or are payable as a result of, the following (“Seller Indemnified Losses”): (a) the breach of any representation or warranty made by Seller in this Agreement, (b) the failure of Seller to perform any covenant or obligation required to be performed by it under this Agreement, (c) Claims against the Buyer Indemnified Parties to the extent such Claims arise out of or are attributable to the ownership, use, condition or operation of the Properties prior to the Closing Date, and (d) Claims against the Buyer Indemnified Parties related to Excluded Assets. The indemnity obligation and release provided herein shall apply regardless of cause or of any negligent acts or omissions of Buyer Indemnified Parties except acts of gross negligence, bad faith or intentional misconduct.
Seller’s Indemnity Obligation. Without in any way limiting the rights of Buyer under Section 10.1, Seller shall indemnify Buyer against any Tax liability assumed by Seller pursuant to Section 8.1(a). At Buyer's option, Seller shall compensate Buyer for the amount of any such indemnity by:
Seller’s Indemnity Obligation. Seller shall indemnify, defend and hold Buyer and its employees, subsidiaries, affiliates, successors and assigns harmless from and against any Claims (1) alleging that Seller Intellectual Property or the use thereof (including without limitation the manufacture of Product using the Seller Intellectual Property) infringes upon or misappropriates any third party’s Intellectual Property Rights or the subject matter of such third party’s Intellectual Property Rights or (2) for damage to property or injury or death occurring to any third party arising out of possession or use by such third party of a Product provided that the indemnity under this Section 14.2 shall not apply if any Claim is caused by (1) Seller’s use of materials, trademarks and symbols supplied by Buyer, Seller’s reliance upon the Specifications, Buyer Intellectual Property Right, Buyers’ Proprietary Information and Technology and/or the Packaging and Shipping Specifications in accordance with the terms of this Agreement, or (2) defects in design or product liability caused by Buyer or its agents, or (3) the gross negligence or willful misconduct of the Buyer.
Seller’s Indemnity Obligation. (i) Subject to the terms, conditions and limitations contained herein, each Seller, severally and not jointly, agrees to indemnify the Buyer and its Affiliates and their respective stockholders, Subsidiaries, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and to hold them harmless from and against any loss, deficiency, damage or expense (including, without limitation, reasonable legal expenses and costs actually incurred, interest and penalties) (any “Loss”), which any Buyer Indemnitee may suffer, sustain or become subject to:
