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) SELLER shall indemnify BUYER and hold it harmless from and against: (i) any and all damages, expenses and losses suffered, paid or incurred, or to be suffered, paid or incurred in the future, by BUYER arising out of any inaccuracies in or any breach of any representation, covenant, agreement or warranty on the part of SELLER herein contained or in any other Transaction Document; and (ii) any and all reasonable costs and expenses of BUYER related to clause (i) above including reasonable attorney's fees in connection with the prosecution, defense or appeal of any suit or action in connection therewith. (All of such items described in paragraphs (i) and (ii) above are collectively referred to hereinafter as the "BUYER's Loss.") (b) Whenever it shall come to the attention of BUYER that it has suffered or incurred, or may suffer or incur, any BUYER's Loss, BUYER all give prompt written notice to SELLER of such anticipated or actual loss, damage, cost or expense, and BUYER will permit SELLER, at SELLER's option and expense, to conduct the defense against any such claims or actions, and will cooperate with SELLER in such defense in such manner as SELLER may reasonably request. If SELLER elect not to, or fail to, defend against such claims or actions, BUYER shall have the right to defend against such claims or actions at SELLER's expense. If BUYER shall defend against such claim or action at SELLER's expense, BUYER agrees that it will not settle or permit the settlement of any matter giving rise to any BUYER's Loss without the prior written consent of SELLER (which consent will not be unreasonably withheld). (c) BUYER's right to assert a claim against SELLER for indemnification pursuant to this Section 11.1 shall survive the Closing. (d) It is expressly agreed that BUYER shall not be entitled to any indemnification from SELLER whether pursuant to this Section 11.1 or otherwise arising out of the sale of the Stock to BUYER or the transaction contemplated by this Agreement, in excess of the Total Consideration paid to SELLER.
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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: (i) Seller Misuse, including payment of any deductible under any insurance policies of Buyer, (ii) claims for bodily injury, death, and property damage, arising out of or in connection with Seller's possession, use or occupancy of the Property, (iii) any mechanic's claim for lien, or other charge attaching to the Property arising from Seller's possession, use and occupancy of the Property, and (iv) Buyer's enforcement of the terms and conditions of this Possession Agreement.
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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: (a) Seller's operation of the Landfill prior to the Close of Escrow to the extent Seller is otherwise legally liable therefor; (b) matters covered by the Operator Liability Trust Fund (as referenced in EXHIBIT F) that arise from Seller's operation and ownership of the Landfill prior to the Close of Escrow to the extent Seller is otherwise legally liable therefor; (c) any defect or deficiency in the corrective action work performed by Seller or Seller's contractors or consultants at the Landfill prior to the Close of Escrow to the extent Seller is otherwise legally liable therefor; and (d) the presence, if any, of low concentrations of long-chain hydrocarbons referred to in paragraph 1C of EXHIBIT M.
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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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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, 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. Seller shall indemnify Buyer and hold it harmless from and against:
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Seller's Indemnity of Buyer. The Seller agrees to indemnify and save harmless the Buyer of and from all Losses actually incurred by the Buyer as a result of any breach by the Seller or Company or, subject to the Survival Period, any inaccuracy of any representation or warranty or failure to comply with any covenant of the Seller or the Company contained in this Agreement.
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Related to Seller's Indemnity of Buyer

  • 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 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 and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.

  • Buyer’s Indemnification The Buyer shall indemnify, hold harmless, and defend Seller, its parent, Affiliates, and successors, and their respective officers, directors, employees, agents, subcontrac­tors, and successors, from and against any and all claims, demands, liabilities, costs, losses, judgments, damages, and expenses (including, without limitation, reasonable attorneys' and experts' fees, and disbursements incurred by Seller in any action or proceeding between Seller and a third party, the Buyer, or any other party) for damage to property, injury to or death of any person, including Seller's employees, the Buyer's employees and their Affiliates' employees, or any third parties, to the extent not covered by insurance and to the extent caused by the gross negligence or willful miscon­duct of the Buyer and/or its officers, directors, employees, agents, contractors and subcontractors arising out of this Agreement and not caused by the negligence or willful miscon­duct of any such Indemnitee (collectively, "Seller Indemnifiable Losses").

  • 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 THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID REPRESENTATIVES PARTICIPATING IN ANY TESTS, CHECKOUTS, INSPECTIONS OR CONTROLS UNDER THIS CLAUSE 7, (II) FOR LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES, AND (III) ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES. WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

  • Seller’s Indemnification Obligations 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: any breach made by Seller of its representations, warranties and covenants in Article 7; Seller’s failure to fulfill its obligations regarding Resource Adequacy Benefits as set forth in Article 3; any violation of Applicable Law or the CAISO Tariff arising out of or in connection with Seller’s performance of, or failure to perform this Agreement; injury or death to persons, including Buyer employees, and physical damage to property, including Buyer property, where the damage arises out of, is related to, or is in connection with, Seller’s obligations or performance under this Agreement. This indemnity applies notwithstanding Buyer’s active or passive negligence; provided, Buyer will not be indemnified for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.

  • 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 12, to the extent permitted by applicable law, Xxxxxxxxx agrees that it shall indemnify and hold harmless Provider, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Provider Indemnified Parties”) from and against any and all Losses incurred by the Provider Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death of any Person or loss or damage 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 Provider Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Provider Indemnified Party.

  • Indemnification of Buyer Seller agrees to defend, indemnify and hold Buyer, its successors and assigns harmless from and against: 9.2.1 Any and all claims, liabilities, and obligations of any kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business prior to the date of this Agreement. 9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paid.

  • Indemnity by Seller From and after the Closing and subject to the terms and provisions of this Article VIII (including the limitations set forth in Section 8.7), Seller shall indemnify, defend and hold harmless Purchaser and Purchaser’s Affiliates and their respective managers, members, directors, officers, employees, agents and representatives (each of whom may be an Indemnitee pursuant to this Section 8.1) (collectively, the “Purchaser Indemnitees”) from and against, and pay and reimburse each such Purchaser Indemnitee for, any and all Losses, whether or not any such Losses arise out of any Third Party Claim, directly or indirectly arising out of, resulting from or in connection with: (a) any (i) untrue representation or breach of warranty of Seller in Section 3.1 this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by such Purchaser Indemnitee in the event that any third party unrelated to Purchaser alleges facts that, if true, would constitute or result in a breach by Seller of or an inaccuracy of any such representation or warranty) and (ii) untrue representation or breach of warranty of Seller in Section 3.2 this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by such Purchaser Indemnitee in the event that any third party unrelated to Purchaser alleges facts that, if true, would constitute or result in a breach by Seller of or an inaccuracy of any such representation or warranty); (b) a default or breach of any covenant or agreement made by Seller under this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by such Purchaser Indemnitee in the event that any third party unrelated to Purchaser alleges facts that, if true, would constitute or result in a breach by Seller of any such covenant or agreement); (c) all Losses suffered or incurred by Susanville, Purchaser or any Affiliate of Purchaser arising out, resulting from or in connection with any Third Party Claim, whether known or unknown and whether instituted prior to, on or after the Closing Date, to the extent such Third Party Claim shall be attributable to the conduct of or any action or inaction on the part of Susanville (on or prior to the Closing), Seller or its direct or indirect parent companies or members, stockholders and each of their respective officers, employees, principals and other representatives, at anytime prior to the Closing in respect of Seller’s ownership of Susanville, including any Third Party Claim arising out of any violation of any Law; (d) it being acknowledged and agreed that the indemnification by Seller for Losses under Section 8.1(a)(i) shall be several and not joint and the indemnification by Seller for all other Losses shall be joint and several among Seller and Renegy (pursuant to Renegy’s indemnification obligations under the Renegy Purchase Agreement).

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