The Seller’s Indemnification Sample Clauses

The Seller’s Indemnification. In order to implement the foregoing, but subject to the provisions of Section 33.2, the Sellers hereby defend, indemnify and agree to hold harmless Purchaser and any affiliate of Purchaser which receives an assignment of any of the Membership Interests from the Sellers at Closing (Purchaser and any such affiliates shall, for purpose of this Article 33, be referred to collectively as "Purchaser") from and against all liabilities, obligations, debts, claims, causes of action, judgments and damages which may be asserted against, imposed on or incurred by Owner after the Closing by reason of any of the following: (i) any obligations of Owner for borrowed money which was incurred prior to the Closing; (ii) any claims against the Owner under Leases for overpaid Rents or other charges, for failure of the landlord thereof to perform any of its obligations thereunder or for misapplication of security deposits, in each case with respect to any period prior to the Closing; (iii) any claims made by any party (other than Owner) to any of the Other Agreements with respect to any period prior to the Closing; (iv) all obligations and payments due from Owner to creditors with respect to any period prior to the Closing; (v) any amounts due and payable by Owner to the Managing Agent (including, without limitation, those arising out of the termination of the Management Agreement); (vi) all obligations with respect to existing litigation against Owner, or any litigation in connection with the actions or omissions of Owner, instituted against Owner after the date hereof or on or after the Closing Date to the extent based on any event occurring prior to the Adjustment Point; (vii) any income, excise, franchise or other taxes payable by Owner in respect of any period prior to the Adjustment Point; (viii) any other liabilities, obligations, debts, claims, causes of action, judgments or damages which may be imposed upon, incurred by or asserted against Owner in connection with the actions or omissions of Owner and which are based on any event occurring prior to the Closing (including, but not limited to, Owner's obligations under the ATM Agreement and under that certain Release and Termination of Leasehold Agreement by and between WB Stage 16 and Owner, dated January 3, 2003); (ix) any liabilities or obligations relating to any property of Owner (other than the Property or related property) or any activities of Owner (other than the ownership and operation of the Property and relat...
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The Seller’s Indemnification. From and after the Closing Date, the Seller (and, as to Section 10.1.3 below only, the Seller, Xxxx Xxxxx and Xxx Xxxxx, jointly and severally) shall indemnify and hold harmless Parent and the members of the Buyer Group, and their respective successors and assigns, and their respective directors, officers, employees, agents and representatives, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses, including reasonable attorney's fees and court costs, arising out of or caused by, directly or indirectly, any of the following: 10.1.1 Any breach or failure of any warranty or representation made by the Seller, the Shareholder and/or Company in or pursuant to this Agreement. 10.1.2 Any failure or refusal by the Seller, the Shareholder or the Company to perform any covenant or term of this Agreement required to be performed by either or both of them. 10.1.3 Any act or omission or any matter or thing by or relating to or otherwise affecting Shareholder and occurring, accruing, arising or otherwise relating to the period prior to and through the Closing Date.
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The Seller’s Indemnification. (a) If the Closing occurs, the Sellers, subject to the limitations set forth in this Article 9, will jointly and severally indemnify Buyer against and in respect of any and all Losses (a) other than Losses to the extent accounted for pursuant to this Agreement in the computation of the Final Adjustment Amount, (B) net of any Net Insurance Recovery received by the Buyer with respect to any such Losses, (C) reduced by the value of any net Tax benefit or Tax savings realized or reasonably determined to be realizable by the Buyer as a result of or related to any such Losses (including without limitation a Tax deduction or loss, basis adjustment and/or shifting of income, deductions, gains, losses and/or credits), and (D) increased by any Tax incurred or reasonably expected to be incurred by the Buyer as a result of or related to any such Losses (including without limitation any Tax related to the inclusion, if required by law, in gross income of insurance proceeds or a payment pursuant to this Section 9.2(a)), that are
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The Seller’s Indemnification. The Seller shall protect, defend, indemnify and hold harmless the Buyer and its Affiliates, and their respective officers, directors, employees, successors and assigns from and against any Losses that may be sustained, suffered or incurred by the Buyer and its officers, directors, employees, successors and assigns and which (i) are related to any breach by the Seller of its representations, warranties, or covenants in this Agreement; (ii) arise out of the Seller’s use or ownership of the Purchased Assets prior to the Closing Date; (iii) relate to liability for Taxes of the Seller or any of its Affiliates for any period (or portion thereof), regardless of whether it ends on the Closing Date, and all Taxes owed on account of the Purchased Assets for all Tax periods (and portions thereof) ending on or before the Closing Date, except for any liability for any Taxes under GST Legislation with respect to the transfer of the Purchased Assets for which the Buyer has indemnified the Seller in Section 12(a)(iii) hereof; and (iv) arise out of any third party claims against the Product or the Purchased Assets or against the Buyer or its Affiliates in respect of any matter thereof arising out of or related to events occurring before the Closing Date including, but not limited to, any product liability claims.
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The Seller’s Indemnification. Except as specifically provided elsewhere in this Agreement, the Seller shall indemnify and defend the Purchaser, for itself and as trustee for its officers, directors and employees against, and hold the Purchaser, its officers, directors and employees harmless from, at all times after the date hereof, any and all Loss, incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, the Purchaser, its officers, directors and employees, for personal injury or death to persons or damage to property arising out of any negligent or intentional act or omission by the Seller in connection with this Agreement. Notwithstanding anything to the contrary contained in the preceding sentence, nothing in this Section 11.1(b) shall apply to any Loss in respect of and to the extent to which the Purchaser receives proceeds from insurance policies.
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The Seller’s Indemnification. Provided that Closing occurs and except as set forth below, THE SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL DAMAGES AS A RESULT OF, ARISING OUT OF OR RELATING TO ANY OR ALL SPECIFIED OBLIGATIONS, IN ANY SUCH EVENT REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES. Subject to the limitations in Section 12.02, the retention by the Seller of liability for and any indemnification obligations of the Seller under this Section 11.04: (a) shall only apply if the Buyer has provided the Seller with written notice of a good faith claim for indemnification within six (6) months of Closing; and (b) shall only apply if the Damages for a given individual claim exceeds US Five hundred thousand dollars ($500,000) and then only to the extent the Damages exceed this dollar amount; and (c) shall be limited in the aggregate up to a maximum aggregate liability of thirty percent (30%) of the Purchase Price. The limitations set forth in subparts (a), (b) and (c) above do not apply to the Retained Specified Obligations.
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The Seller’s Indemnification. The Seller hereby agrees to indemnify and -------------------------------- hold harmless Purchaser and any of its officers, directors, agents, and employees, and any of Purchaser's parents or subsidiaries, (each such person, its successors and assigns, is referred to herein as an "Indemnified Purchaser"), at all times from and after the date of this Agreement, against and in respect of the following: (a) Any and all liabilities of the Seller or claims against it of any nature, whether accrued, absolute, contingent or otherwise (i) existing at the date hereof, to the extent not reflected in Purchasers due diligence; (b) Any loss, claim, liability, expense or other damage incurred by any Indemnified Purchaser caused by, resulting from or arising out of any failure on the part of the Seller to perform any covenant in this Agreement or any exhibit, annex, schedule or other instrument or certificate delivered pursuant hereto or any breach of warranty or any inaccurate or erroneous representation made by or on behalf of the Seller in this Agreement or in any exhibit, annex, schedule or other instrument or certificate delivered pursuant hereto; and (c) Any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses, including attorneys' fees, incidental to any of the foregoing.
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The Seller’s Indemnification. The Seller hereby agrees to indemnify and save the Company, its shareholders, officers, directors, employees, agents, counsel, representatives, successors and assigns (each, a “Company Indemnitee”) harmless from and against, for and in respect of, any and all Damages arising out of or based upon or resulting from or in connection with or as a result of: (a) any misrepresentation or breach of warranty by the Seller under this Agreement, or breach of, or failure to perform by the Seller, any covenant or agreement of, or required to be performed by, the Seller under this Agreement; (b) the existence or operation of the Business and Purchased Assets prior to the Closing; or (c) the assertion against the Company or the Purchased Assets of any liability or obligation of a contributing party (whether absolute, accrued, contingent or otherwise and whether a contractual, tort or any other type of liability, obligation or claim) not expressly assumed by the Company pursuant to this Agreement.
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Related to The Seller’s Indemnification

  • 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.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • 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.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

  • Seller’s Indemnity Seller hereby agrees to indemnify, defend and hold harmless Buyer, and its partners, members, officers, shareholders, directors, employees and agents (collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of investigation, reasonable attorneys' fees and other legal expenses), resulting from third party claims (based upon the allegations set forth in such claims and whether or not ultimately successful) to which Buyer and/or the other Buyer Indemnified Parties may become subject or which Buyer and/or the other Buyer Indemnified Parties may suffer or incur, either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect to, or are based upon: (i) Seller's breach of any representation or warranty set forth in this Agreement; (ii) Seller's default in the performance of any of Seller's covenants set forth in this Agreement; (iii) Seller's failure to satisfy and discharge any and all obligations of Seller under the Ground Lease, the Loan Documents or any Contracts to which Seller is bound which obligations relate to any time period prior to the Closing; (iv) Seller's failure to fully satisfy and discharge any and all obligations of Seller regarding any current or former employees of Seller including, without limitation, any obligations of Seller for the payment of wages, salaries, benefits and other compensation; (v) Any obligations, liabilities or charges of Seller not expressly assumed by Buyer; or (vi) The operation and management of the Property (including any liabilities incurred with respect thereto) at any time on or prior to the Closing Date.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Purchaser Indemnification 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such condition. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’s sole discretion. Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if the Phase I for any Property concludes that a Phase II is recommended, but the applicable Seller refuses permission for such Phase II (in such Seller's sole and absolute discretion), Purchaser may terminate this Contract pursuant to Section 3.2 prior to the expiration of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than One Million Dollars ($1,000,000.00) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) or commonwealth(s) in which the Properties are located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.

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