Seller's Indemnity of Buyer Sample Clauses

Seller's Indemnity of Buyer. The Seller shall indemnify, defend and hold harmless the Buyer and any person directly or indirectly controlling or controlled by the Buyer and its/their respective directors, officers, employees, agents and representatives from and against any and all 4 losses, costs, claims, damages, expenses or liabilities (including, without limitation, reasonable attorneys' fees and expenses of investigation) to which the Buyer or such person may become subject as a result of the untruth of any representation or the breach of any warranty or covenant contained in this Agreement, or otherwise arising from the execution and delivery of this Agreement by Seller, the consummation of the transactions contemplated hereby by Seller or the performance by the Seller of its obligations hereunder .
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Seller's Indemnity of Buyer. (a) Sellers shall indemnify Buyer and hold it harmless from and against:
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Seller's Indemnity of Buyer. Seller agrees to defend, indemnify and hold Buyer harmless from and against any and all damages, losses, claims, demands, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) incurred by Buyer arising out of or in connection with:
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Seller's Indemnity of Buyer. Subject to the limitations set forth in Paragraph 5.3 hereof, Seller shall Indemnify Buyer and Authority Related Parties from and against any and all Losses to the extent arising from:
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Seller's Indemnity of Buyer. Seller shall indemnify, protect, defend and hold harmless Buyer and Operator and their owners, lessees, operators, officers, directors, members, partners, employees and agents from and against all claims, demands, lawsuits, actions, proceedings, liabilities, damages, losses and expenses, including reasonable attorneys' fees (collectively, "Claims") relating to: (a) the ownership, use, operation, maintenance and improvement of the Property prior to the Closing; and (b) the generation, treatment, discharge or storage prior to the Closing of any hazardous wastes, substances or materials on the Property or in any groundwater or aquifer below the Property in violation of applicable laws.
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Seller's Indemnity of Buyer. From and after the Closing Date, the Sellers agree to indemnify, defend and hold harmless the Buyer, its affiliates and its successors and assigns and each of their respective directors, officers, partners, employees, agents and representatives from and against any and all losses to the extent relating to, resulting from or arising out of:
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Seller's Indemnity of Buyer. From and after the Closing Date, Sellers shall defend, indemnify and save and hold harmless Buyer and Buyer's directors, officers, shareholders, employees and agents against all Losses which arise from or in connection with (i) any of the matters retained or assumed by Sellers pursuant to Subsection 5.01 (g) or set forth in Section 8.04(a); (ii) any breach of any covenant, agreement, representation or warranty of Sellers contained herein ; and (iii) any breach of any covenant, agreement, representation of warranty of Sellers in any Transfer Document.
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Seller's Indemnity of Buyer. Subject to the occurrence of the Closing, Seller shall indemnify, protect, defend and hold harmless Buyer and its owners, officers, directors, partners, employees and agents from and against (i) all claims, demands, lawsuits, actions, proceedings, liabilities, damages, costs, losses, and expenses, including, without limitation, reasonable attorneys’ fees, court costs and litigation expenses (collectively “Claims”) and related losses and damages (collectively, “Losses”) relating to Seller’s breach of a representation, warranty or covenant hereunder, and/or (ii) lawsuits, actions or proceedings brought by a third party against Buyer to the extent such Claims are relating to the ownership of the Property during, and such Losses are in respect of, the period Seller owned the Property (but excluding lawsuits, actions or proceedings relating to any physical aspect of the Property, or to the Contracts, the Cart Lease or the Equipment Leases), and not resulting from any act or omission of Buyer or any agent, employee, representative or contractor of Buyer, and/or (iii) lawsuits, actions or proceedings brought by anyone arising out of his or her employment by Seller on or in connection with the Golf Course or the Property prior to Closing, except as otherwise set forth in this Agreement.
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Related to Seller's Indemnity of Buyer

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Seller’s Indemnity (a) Seller shall and hereby agrees to indemnify and hold Buyer and its officers, directors, employees, and affiliates (each a “Buyer Indemnitee”) harmless from and against any and all Losses actually incurred by a Buyer Indemnitee, arising out of, attributable to, or in connection with: (i) any breach of a representation or warranty made by Seller in this Agreement or any certificate delivered pursuant to any Section hereof; (ii) any breach by Seller of any covenant or obligation of Seller hereunder; (iii) any Excluded Liabilities or related to any Excluded Assets; (iv) any and all liabilities and obligations of Seller of any nature relating to the Designated Assets or the operation of the Clinical Lab Services Business which are incurred or arise prior to 11:59am ET on the Closing Date; and (v) any and all actions, suits, proceedings, demands, assessments, or judgments, costs, and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnify any Buyer Indemnitee, and shall not have any liability under sub-clause (i) of Section 9.02(a) (other than in respect of any Fundamental Representations of Buyer): (i) unless the aggregate of all Losses in respect of any claim or series of related claims for which Seller would, but for this sub-clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the De Minimis Threshold; (ii) unless the aggregate of all Losses for which Seller would, but for this sub- clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket Amount, in which event Seller shall be responsible for the aggregate amount of all Losses; (iii) for any amounts in excess of the Cap. For avoidance of doubt, the limitations on indemnify in this Section 9.02(b) shall apply only to the general representations and warranties set out in this agreement, and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as covenants, excluded liabilities, etc. (c) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnity any Buyer Indemnitee, and shall not have any liability hereunder for amounts, in the aggregate, in excess of the Purchase Price (including claims based on a breach of Fundamental Representations of Seller). -24

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Buyer’s Indemnification Provided that the Closing occurs, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Buyer’s Indemnity Buyer shall indemnify, defend and hold Seller harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees), due to Buyers operation of the Property from and after Closing. The indemnification obligations of Buyer shall be repeated at and shall survive the Closing.

  • Seller’s Indemnification Obligations (a) In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with:

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Purchaser’s Indemnity Subject to Section 13, Purchaser agrees that it shall indemnity, defend and hold harmless the Power Producer, its permitted successors and assigns and their respective directors, officers, employees, contractors, sub-contractors, and agents (collectively, the "Power Producer indemnified Parties") from and against any and all Losses incurred by the Power Producer Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death or any Person or loss or cl6mage to property of any Person to the extent arising out of Purchaser's negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any rowel Producer Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Power Producer Indemnified Party.

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