Indemnification Provisions for Benefit of the Seller. (i) In the event: (x) the Buyer breaches any of its representations, warranties and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); and (z) any Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival period, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees.
(ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time.
(iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8.
(iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer within such survival period, then the Buyer shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Seller. In the event the Purchaser breaches any of its representations, warranties, and/or covenants contained herein and provided that the Seller make a written claim for indemnification against the Purchaser, then the Purchaser agrees to indemnify the Seller from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 10(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to Section 12(g) below within such survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller shall suffer through and after the date of the claim for indemnification caused proximately by the breach.
Indemnification Provisions for Benefit of the Seller. (i) In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to §10(g) below within such survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(ii) The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer have breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to Section 11(h) below within the survival period, then the Buyer shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). EXHIBIT 1.1-14
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to 'SS'.6(g) below within the survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to §8(a) above, provided that any of the Seller makes a written claim for indemnification against the Buyer pursuant to §10(h) below within such survival period, then the Buyer agrees to indemnify each of the Seller from and against the entirety of any Adverse Consequences the Seller shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Seller shall suffer after the end of any applicable survival period) caused by the breach.
Indemnification Provisions for Benefit of the Seller. If the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any representations, warranties or covenants contained in this Agreement, provided that the Seller makes a written claim for indemnification against the Buyer, then the Buyer will indemnify the Seller, as applicable, from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by such breach (or alleged breach).
Indemnification Provisions for Benefit of the Seller. 8.3.1 Notwithstanding any investigation by the Seller, from and after the Closing, Xxxxx Tulsa shall defend, indemnify, save and hold harmless the Seller, its Affiliates, the Seller’s and its Affiliates’ successors and assigns, and each of the respective directors and officers (or Persons in any similar capacity if such Person is not a corporation), employees, consultants and agents of the Seller, its Affiliates and their respective successors and assigns (each a “Seller Indemnified Party”) against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication):
8.3.1.1 any inaccuracy or breach of any representation or warranty made by Xxxxx Tulsa under this Agreement or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of its Affiliates pursuant to this Agreement;
8.3.1.2 any breach of, or failure to perform, any covenant or agreement made by Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates pursuant to this Agreement; or
8.3.1.3 any of the Assumed Liabilities other than those for which HEP Tulsa is responsible under Section 2.3.
8.3.2 Notwithstanding any investigation by the Seller, from and after the Closing, HEP Tulsa shall defend, indemnify, save and hold harmless each Seller Indemnified Party against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selec...
