Seller’s Indemnities. The Seller will, except in the case of gross negligence or wilful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from:
Seller’s Indemnities. The Sellers shall defend, indemnify and hold the Buyer, its Affiliates, contractors, sub-contractors and the directors, officers, employees and agents of the foregoing (“Buyer’s Personnel”) harmless from and against any and all costs (including legal costs), losses, damages, expenses, demand, claims, actions or suits that they may suffer or incur that relate to the loss, damage or destruction of any of the Sellers Facilities or the injury to or death of any of the Sellers Personnel arising out of or in connection with this Agreement.
Seller’s Indemnities. From and after the Closing, Seller shall indemnify, defend, and hold harmless Buyer and its affiliates and their respective members, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person claiming by or through any of them, from and against, and reimburse them for, all claims, damages, liabilities, losses, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses, resulting from:
Seller’s Indemnities. Seller hereby agrees to indemnify, defend and hold Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by Buyer directly or indirectly relating to or arising out of:
Seller’s Indemnities. Seller shall indemnify, defend, save and keep harmless Purchaser and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, and employees (collectively, the “Purchaser Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Purchaser Indemnitee for the payment of, any and Indemnified Expenses imposed on, incurred by or asserted against any Purchaser Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Seller of any obligation, representation or warranty hereunder or (ii) prior to the date of Delivery of the first Aircraft hereunder, the ownership, possession, control, use, or operation of the Aircraft or any engine or part thereof or interest therein; provided, however, that such Indemnified Expenses are not attributable to the gross negligence or wilful misconduct of a Purchaser Indemnitee or the breach by Purchaser of any express warranty, representation or obligation hereunder.
Seller’s Indemnities. The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents, and employees, be solely liable for and will indemnify and will hold the Buyer and its respective directors, officers, agents and employees, Affiliates, the Buyer’s representatives, and the respective assignees, directors, officers, agents and employees of each of the foregoing harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from claims for
Seller’s Indemnities. (a) The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, it’s directors, officers, agents, or employees, be solely liable for and will indemnify and will hold the Buyer, its Affiliates, and their respective shareholders, members, directors, officers, lenders, agents and employees and their insurers (the “Buyer Parties”) harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from claims for injuries to, or deaths of, the Seller’s, Manufacturer’s any Associated Contractor’s or their respective subcontractors, Affiliates and Suppliers or the directors, officers, agents or employees of any of the foregoing (the “Seller Parties”) , or loss or damage to property of any Seller Party. when such losses occur during or are incidental to (i) the Buyer’s exercise of its inspection rights under Clause 6, (ii)·the Technical Acceptance Process described in Clause 8, (iii) the provision of Field Assistance pursuant to Clause 15 or (iv) the provision of training pursuant to Clause 16.
Seller’s Indemnities. (a) Seller shall indemnify and hold Buyer harmless from any and all liabilities, obligations, losses (including diminution in value), damages, claims, charges, costs and expenses, including reasonable actual attorney's fees (collectively, "Losses") to the extent, if any, such Losses are incurred as the result of any of the following: (i) the failure of any of the representations and warranties contained in this Agreement to be true and accurate in all respects (which, for the avoidance of doubt, shall not include any Losses arising out of or in connection with exceptions to such representations and warranties expressly disclosed to Buyer pursuant to this Agreement or the APA); (ii) the failure of Seller to perform any of its obligations under this Agreement; (iii) any act or event occurring on or in connection with the Subject Property prior to the date of Closing or otherwise attributable (but solely to the extent so attributable) to the use or operation of the Subject Property prior to Closing, including, but not limited to, liabilities for environmental contamination caused by the release of Hazardous Substances in, on or under the Subject Property prior to Closing; or (iv) the failure of Seller to pay any of its debts, charges, taxes, liabilities or other obligations, whether accrued, absolute, contingent, known or unknown as of the date of Closing. The terms of this Section 17 shall survive for two years following the Closing (except that, with respect to any matters relating to the representations set forth in subsections (a), (b) and (c) (to the extent specified in the introductory paragraph of Section 10) of Section 10 above and any matters relating to environmental contamination covered by subclause (iii) above, the provisions of this Section 17 shall survive for one month after the maximum period permitted by law.
Seller’s Indemnities. Seller agrees to indemnify Purchaser and its affiliates and principals, and the managers, officers, agents and employees of each of them from and against any and all damages, costs, claims, expenses and liabilities (including, without limitation, reasonable attorneys fees) resulting from, or arising out of or in any way connected with, the facilities on Seller’s side of the Delivery Point, or Seller’s operation and/or maintenance of the Facility, including without limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, excepting only such loss, claim, action or suit as may be caused solely by the willful misconduct or negligence of Purchaser, officers, employees, agents or representatives.
Seller’s Indemnities. 5.15.1 The Seller covenants with the Buyer that it will pay to the Buyer an amount equal to the amount necessary to indemnify the Buyer and the Company from and against all actions, proceedings, claims, demands and reasonable costs and expenses which may be suffered or incurred by the Buyer or the Company arising out of or in respect of:-
