Common use of Seller’s Indemnity Obligation Clause in Contracts

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. Except as otherwise provided herein, Seller shall indemnify, hold harmless and defend Buyer Purchaser from and against all claims, losses, suits or causes of actioninjuries, liabilities, fines, penalties, expenses, costs, demands and obligations, including reasonable legal fees (collectively, the “Losses”), arising out of or relating to: (i) the conduct operation 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 Time; (ii) any act or omission of Seller occurring prior to the close of business on the Effective Date Time relating to the Purchased Assets or the Assumed Liabilities; (iiiii) any failure prior to the Effective Time by Seller to comply with a federal or state law, statute, code, rule, regulation, order, decree, or agreement applicable to Seller; (iv) any liability of Seller which is not assumed by Buyer hereunder, an Assumed Liability; or (iiiv) any material breach of any representation representation, warranty 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 Purchaser 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 Purchaser will seek a defense, indemnification, reimbursement or other remedy under this SectionSection 1.6(a), Buyer Purchaser shall notify Seller in writing, setting forth in reasonable detail the basis therefor therefore and providing copies of all relevant documents relating thereto. Seller shall then have thirty (30) days from the date it received receives 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 Purchaser shall give its Seller Purchaser’s full cooperation and assistance to enable Seller in maintaining to maintain a defense. Seller shall not be liable for any amounts paid in settlement of a Loss if such settlement is effected without defense at Seller’s written consentsole expense. If Seller fails to undertake the defense, which consent Purchaser may, but shall not be unreasonably withheldunder no obligation to, undertake the defense and compromise or settle (exercising reasonable business judgment) the matter, but in all events at the risk of Seller. It is understood that the obligations of Seller under this Section 1.6(a) shall survive the Effective Date to the extent provided in Section 1.7(c) below.Date. ​ ​

Seller’s Indemnity Obligation. Except as otherwise provided hereinSeller shall, Seller shall indemnifysubject to the procedures and limitations set forth below, hold harmless fully protect, indemnify and defend Buyer Buyer, its officers, agents, employees and Affiliates, and hold them harmless from and against any and all claimsClaims, lossesexcluding Environmental Claims (other than as set forth in Article 4), suits or causes of action, liabilities, expenses, costs, demands and obligations, including reasonable legal fees (collectively, the “Losses”)relating to, arising out of, or connected, directly or indirectly, with (a) any breach by Seller of any of its express representations or warranties contained in this Agreement, (b) any default in the performance by Seller of any of its covenants herein, (c) the matters identified in Exhibit H, (d) all wages and salaries, and all employee benefits to which the Field Employees may be entitled, whether or not such employees are hired by Buyer, as a result of their employment by Seller, the termination of their employment by Seller, the consummation of the transactions contemplated hereby or pursuant to any applicable Law, and (e) Seller's 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: to (i) the conduct injury or death of business and operations at the Branch (including the Purchased Assetsany person or persons whomsoever, 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) damages to or loss of any liability of Seller which is not assumed by Buyer hereunderproperty or resources, (iii) any material breach common law causes of any representation action such as negligence, gross negligence, strict liability, nuisance or warranty made by Seller in this Agreement or in any certificate or other document delivered to Buyer hereundertrespass, or (iv) any material breach fault imposed by applicable Law or otherwise. The indemnity obligation and release provided herein shall apply regardless of cause or of any covenant made by negligent acts or omissions of Buyer, its officers, agents, employees and Affiliates. Notwithstanding anything contained herein to the contrary, Seller in shall have no obligation under this Agreement or in any certificate or other document delivered otherwise to protect, indemnify, defend and hold harmless Buyer, its officers, agents, employees and Affiliates from and against Claims for which Buyer hereunder; provided, however, that this Section 1.7(a) shall has 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 provided Seller with written notice within 6 months 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) belowClosing Date.

Seller’s Indemnity Obligation. Except as (a) If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 3.4 (Survival of Representations, Warranties, Covenants and Agreements), this ARTICLE X and otherwise provided herein, Seller each Seller, and its respective successors and assigns, shall indemnifybe responsible for, hold harmless and defend will DEFEND, INDEMNIFY and HOLD HARMLESS, subject to the procedures under Section 10.4, Buyer from and against its Affiliates, and all claimsof its and their respective equity holders, lossespartners, suits members (excluding, in each case, such equity holders, partners or causes members that are equity holders, partners or members of actionBuyer or any of its Affiliates solely by virtue of their holding publicly traded shares, liabilitiesunits or partnership interests), expensesdirectors, costsofficers, demands managers, employees, agents and obligations, including reasonable legal fees other Representatives (collectively, the “LossesBuyer Indemnified Parties”), ) from and against any and all Liabilities arising out of of, resulting from, based on, associated with, or relating to: (i) the conduct to any breach by such Seller of business such Seller’s representations 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 warranties set forth 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 hereunderSection 3.1; provided, however, that this Section 1.7(a) in no event shall not be applicable Sellers have any obligation 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 provide indemnification 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 matters under this Section shall survive the Effective Date 10.2(a) to the extent already accounted for in the Preliminary Settlement Statement or the Final Settlement Statement as a downward adjustment to the Cash Consideration or to the extent that Buyer was indemnified under ARTICLE VI or for Excluded Taxes; provided further that if Buyer satisfies any indemnifiable Liability under this Section 10.2(a) from the Holdback Amount, then the Seller that made the representation or warranty underlying such Liability shall reimburse the other Sellers for the total amount of such Liability, which reimbursement will be distributed to the other Sellers based on each other Seller’s Pro Rata Portion of such reimbursement. Notwithstanding anything in Section 1.7(c) below.the foregoing proviso to the contrary, the foregoing proviso is intended only to define the relative rights of the Sellers, and nothing set forth in the foregoing proviso is intended to or shall impair any obligations of the Sellers, jointly and severally, to indemnify Buyer in accordance with, and subject to, this Article X.

Seller’s Indemnity Obligation. Except as otherwise provided herein, Seller shall indemnify, hold harmless and defend Buyer Purchaser from and against all claims, losses, suits or causes of actioninjuries, liabilities, fines, penalties, expenses, costs, demands and obligations, including reasonable legal fees (collectively, the “Losses”), arising out of or relating to: (i) the conduct operation 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 Time; (ii) any act or omission of Seller occurring prior to the close of business on the Effective Date Time relating to the Purchased Assets or the Assumed Liabilities; (iiiii) any failure prior to the Effective Time by Seller to comply with a federal or state law, statute, code, rule, regulation, order, decree, or agreement applicable to Seller; (iv) any liability of Seller which is not assumed by Buyer hereunder, an Assumed Liability; or (iiiv) any material breach of any representation representation, warranty 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 Purchaser 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 Purchaser will seek a defense, indemnification, reimbursement or other remedy under this SectionSection 1.6(a), Buyer Purchaser shall notify Seller in writing, setting forth in reasonable detail the basis therefor therefore and providing copies of all relevant documents relating thereto. Seller shall then have thirty (30) days from the date it received receives 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 Purchaser shall give its Seller Purchaser’s full cooperation and assistance to enable Seller in maintaining to maintain a defense. Seller shall not be liable for any amounts paid in settlement of a Loss if such settlement is effected without defense at Seller’s written consentsole expense. If Seller fails to undertake the defense, which consent Purchaser may, but shall not be unreasonably withheldunder no obligation to, undertake the defense and compromise or settle (exercising reasonable business judgment) the matter, but in all events at the risk of Seller. It is understood that the obligations of Seller under this Section 1.6(a) shall survive the Effective Date to the extent provided in Section 1.7(c) belowDate.

Seller’s Indemnity Obligation. Except as (a) Effective from and after the closing hereunder, subject to the survival limitations on the representations of the Parties set forth in Section 3.4 and otherwise provided herein, each Seller and its successors and assigns, jointly and severally, shall indemnifybe responsible for, hold harmless shall pay, and defend Buyer will DEFEND, INDEMNIFY and HOLD HARMLESS the EPC Indemnified Parties from and against any and all claims, losses, suits or causes of action, liabilities, expenses, costs, demands and obligations, including reasonable legal fees (collectively, the “Losses”), Liabilities arising out of of, resulting from, based on, associated with, or relating to: to any breach by such Seller of its representations, warranties or covenants set forth in this Agreement. (ib) Each Seller and its successors and assigns, jointly and severally, shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS the conduct EPC Indemnified Parties from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to any breach by such Seller of business and operations at its representations, warranties or covenants set forth in this NPR PSA. Section 9.4 Cross Indemnity of the Branch (including the Purchased Assets, Assumed Liabilities and employees) prior to under the close NPR PSA. If closing occurs hereunder, EPC shall have assumed one-half 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 under the NPR PSA, and FEF VII-A shall have retained one-half of its liabilities of said Assumed Liabilities; (ii) . EPC and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS FEF VII-A and its successors and assigns from and against any liability and all of Seller which is not assumed by Buyer hereunderthe Assumed Liabilities under the NPR PSA so that, (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 extent that, FEF VII-A, its successors and assigns, shall bear only one-half 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 any 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 matterAssumed Liabilities under the NPR PSA. If it does FEF VII-A and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS EPC, its successors and assigns, from and against any and all of the Assumed Liabilities under the NPR PSA so electthat, 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 that, EPC, its successors and assigns, shall bear only one-half of any and all of the Assumed Liabilities under the NPR PSA. Section 1.7(c) below.9.5