The Seller’s Indemnification Obligations Sample Clauses

The Seller’s Indemnification Obligations. From and after the Closing, the Seller and NRG agree, jointly and severally, to indemnify, defend and hold harmless the Buyer, Dynegy and their respective officers, directors, members, managers, stockholders, Affiliates, employees, successors and assigns (the collectively, the “Buyer Indemnified Parties”) from and against and reimburse each of the Buyer Indemnified Parties with respect to any and all damages, liabilities, penalties, fines, losses, costs and expenses (including, without limitation, reasonable legal fees and expenses, including such fees and expenses in any arbitration, mediation, litigation and on any appeal) (collectively referred to as “Losses”) suffered or incurred by and all claims, actions, suits, or demands made against any Buyer Indemnified Party arising out of or relating to: (a) any breach of any representation or warranty of the Seller or NRG contained in this Agreement (including any of the related Disclosure Schedules thereto), any certificate delivered by or on behalf of the Seller at the Closing or any Ancillary Agreement; and (b) any failure to perform any covenant of the Seller or Dynegy contained in this Agreement or any Ancillary Agreement.
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The Seller’s Indemnification Obligations. Subject to the terms and conditions of this Article X, prior to the Closing, the Sellers shall jointly and severally indemnify, defend and hold harmless, the Purchaser and its Affiliates (collectively, the “Purchaser Indemnified Parties” and each a “Purchaser Indemnified Party”) harmless against and from all Damages suffered, sustained or incurred by any Purchaser Indemnified Party, relating to, as a result of, arising out of, or by virtue of the following (without duplication and so long as the underlying claim is not subject to Section 10.7): (a) any inaccuracy in or breach of any representation and warranty made by any of the Sellers or in any closing document delivered to the Purchaser by such Persons in connection herewith (both when made and as if such representation or warranty were made as of the Closing Date), in all cases without giving effect to any qualifications as to materiality (including Material Adverse Effects or Material Adverse Changes) contained in such representations and warranties; (b) any breach by any of the Sellers or the Sellers’ Representative of, or failure by any of the Sellers or the Sellers’ Representative to comply with, any covenant or obligation under this Agreement to be performed by any of the Sellers or the Sellers’ Representative (including their obligations under this Article X);
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The Seller’s Indemnification Obligations. Subject to the limitations set forth in this Article XI, from and after the Closing, the Seller shall indemnify and hold harmless the Buyer and its heirs, executors, successors and assigns (the “Buyer Indemnified Parties”), from and against Losses arising out of or relating to (a) any breach by the Seller of, or failure of the Seller to comply with, any covenant or agreement contained in this Agreement to be performed, in whole or in part, by the Seller, (b) any Excluded Taxes, (c) any Excluded Asset or Retained Liability, (d) any breach of the representation and warranty in the last sentence of Section 5.13, or (e) any noncompliance with applicable bulk sales (provided that each Party hereby waives compliance with the provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the transaction contemplated by this Agreement), or fraudulent transfer Laws in connection with the Transaction In the event a Buyer Indemnified Party is finally determined to be entitled to indemnification pursuant to this Section 11.2, such Buyer Indemnified Party’s first recourse shall be to the Indemnity Escrow Account and the Buyer and the Seller shall deliver joint written instructions (in accordance with the Escrow Agreement) to the Escrow Agent instructing the Escrow Agent to pay to the Buyer from the Indemnity Escrow Account cash in an amount equal to such Losses; provided, that if the distributable amounts in the Indemnity Escrow Account are insufficient to pay such excess amount, then the Buyer and the Seller shall deliver joint written instructions (in accordance with the Escrow Agreement) to the Escrow Agent instructing the Escrow Agent to pay such excess amount from the Adjustment Escrow Account; provided, further that if the distributable amounts in the Indemnity Escrow Account and the Adjustment Escrow Account are insufficient to pay such excess amount, the Seller shall pay such remaining excess amount from other sources, provided that in no event shall such payment obligations exceed the amount of the Purchase Price actually received by Seller pursuant to this Agreement. On the first Business Day following the 12-month anniversary of the Closing Date (the “Indemnity Escrow Termination Date”), (i) the Seller shall deliver to the Buyer a schedule setting forth (A) the amount of the funds remaining in the Indemnity Escrow Account as of such time, less (B) the sum of (1) any Losses related to Claims t...
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The Seller’s Indemnification Obligations. Subject to the provisions of this Section 8, after the Closing, the Seller agrees to defend, reimburse, indemnify, and hold harmless the Buyer Indemnified Parties against and in respect of all Adverse Consequences that may be incurred by or imposed on any Buyer Indemnified Party that result from, relate to, or arise out of: (i) any breach of a representation or warranty made by the Seller in this Agreement; (ii) any breach by the Seller of any of its covenants or agreements in this Agreement or any Ancillary Document (other than a covenant or agreement relating to Taxes and set forth in Section 6(d) the indemnification for which shall be solely and exclusively governed by Section 6(d)); (iii) any Excluded Assets or any litigation matter set forth on Schedule 5(h); and (iv) each of the matters identified on Schedule 8(a)(iv).
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The Seller’s Indemnification Obligations. Subject to Section 10(d)(i) hereof, the Sellers shall jointly and severally indemnify, save and keep Purchaser and its officers, directors, employees and stockholders, the Company and its officers, directors and employees (other than Xxxxx or Hsiao), and their respective heirs, successors and assigns (each a "PURCHASER INDEMNITEE" and collectively, the "PURCHASER INDEMNITEES") harmless against and from all Losses sustained or incurred by any Purchaser Indemnitee, as a result of or arising out of or by virtue of: (i) any inaccuracy in any representation and warranty made to Purchaser in this Agreement; (ii) the breach by the Company before the Closing or either of the Sellers before or after the Closing of, or failure of the Company before the Closing or either of the Sellers before or after the Closing to comply with, any of their respective covenants or obligations under this Agreement; and (iii) fraud by either of the Sellers in connection with this Agreement and the transactions contemplated hereby.
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The Seller’s Indemnification Obligations. The Seller shall defend, indemnify, save and keep harmless the Purchaser, and their respective representatives, officers, directors, agents, employees, successors and assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of any inaccuracy in or breach of any representation and warranty made by the Seller in this Agreement or in any closing document delivered to the Purchaser in connection with this Agreement; provided, however, that, the aggregate amount required to be paid by Seller pursuant to clause this Section 8.2 shall not exceed $1,000,000. The Purchaser shall have the right to reduce amounts due Seller for damages to Purchaser resulting from the breach of this Agreement and/or any agreements incorporated herein including, but not limited to, the Noncompete Agreement.
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The Seller’s Indemnification Obligations. From and after the Closing for a period of two (2) years from the Closing Date, Seller shall save and keep Buyer and its respective successors and assigns (“Buyer’s Indemnitees”), harmless against and from all Damages sustained or incurred by any Buyer’s Indemnitee, as a result of, or arising out of, or by virtue of: (a) any inaccuracy in or breach of any representation and warranty made by Seller to Buyer herein or in any closing document delivered to Buyer in connection herewith; (b) the breach by Seller of, or the failure of Seller to comply with, any of the covenants or obligations under this Agreement to be performed by Seller; and (c) the ownership by Seller of the Assets prior to the Closing. Notwithstanding the foregoing or anything to the contrary contained herein, the Seller’s indemnification obligations with respect to Losses arising from or related to a breach of the representations and warranties set forth in Sections 4.1 (a), (e), (h), (j), (n) and (o) and/or with respect to any federal and/or state tax liabilities of Seller prior to the Closing, including without limitation any federal and/or state income tax, sales taxes or other tax liabilities that have been incurred by Seller or its management company, Gabby, shall survive until the expiration of all relevant statutes of limitation.
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The Seller’s Indemnification Obligations. The Seller shall indemnify, defend and hold harmless the Buyer, its officers, directors, employees, affiliates and agents, for
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The Seller’s Indemnification Obligations. Subject to the provisions of this Article 8, after the Closing, the Seller and the Stockholders, jointly and severally agree to defend, reimburse, indemnify, and hold harmless the Buyer Indemnified Parties against and in respect of all Adverse Consequences that may be incurred or suffered by or imposed on any Buyer Indemnified Party that result from, relate to, or arise out of: (a) any breach of a representation or warranty made by the Company, the Seller or the Stockholders in this Agreement; (b) any breach by the Company, the Seller or the Stockholders of any of its or his covenants or agreements in this Agreement or any Ancillary Document; (c) any Indemnified Taxes, all costs and expenses of preparing Tax Returns for a Pre-Closing Tax Period, and all costs and expenses of any Tax Contest or other legal Proceeding that could result in the imposition of an Indemnified Tax; (d) any unpaid Company Indebtedness; (e) any unpaid Seller Transaction Expenses; (f) the Reorganization Transactions; and (g) the items set forth on Schedule 8.1(g). Any breach of or inaccuracy in a Tax Representation shall be governed by Section 8.1(c) rather than Section 8.1(a) and any breach of a covenant of the Company, the Seller or the Stockholders with respect to Taxes shall be governed by Section 8.1(c) rather than Section 8.1(b).
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Related to The Seller’s Indemnification Obligations

  • 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.

  • 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.

  • Accountholder’s Indemnification Obligation You understand and agree that you are required to indemnify us and hold us harmless against any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and expenses arising from your use of the Services and/or breach of this Disclosure and Agreement. You understand and agree that this paragraph shall survive the termination of this Agreement.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • 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.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • 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.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

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

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