Buyer Indemnity. Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.
Buyer Indemnity. (a) Buyer agree to indemnify Seller and hold it harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Seller to the extent that such Damages are occasioned by, caused by or arise directly out of:
Buyer Indemnity. Buyer will, at its expense, indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Seller Indemnified Parties”) from and against any and all Claims to the extent arising out of or relating to an allegation of any violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Seller’s use thereof as permitted under this Agreement.
Buyer Indemnity. Subject to the other provisions of the Agreement, Buyer, on behalf of itself, its Affiliates, successors, assigns, officers, directors, employees and agents, agrees to indemnify, defend and hold harmless Seller, and its Affiliates, and their successors, assigns, officers, directors, employees, and agents, from and against any and all liabilities, losses, expenses and claims (i) for personal injury or property damage that arise from or out of Buyer's or any User's negligence or willful misconduct, (ii) arising from or relating to the Services or any content used or transmitted by Buyer or any Users over the Services, (iii) made against Seller by any Users, or (iv) arising from or relating to Buyer's or any User's breach of any of Buyer's representations or obligations under this Agreement. The term "property" as used in this Section 6(b) shall include real, personal, tangible, and intangible property. THE PARTIES INTEND THAT THE INDEMNITY OBLIGATIONS IN THIS SECTION 6(b) SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF SELLER, ITS AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS.
Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Supplier and its parent companies and each of their subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives and shareholders, predecessors and successors, from and against any and all Losses, to the extent arising out of or relating to (i) any breach by Buyer of its representations, warranties, covenants or obligations set forth in this Agreement, (ii) the condition of any ingredients or materials provided by Buyer which existed at the time of delivery to Supplier, (iii) the handling of Products after title to such Products has passed to Buyer pursuant to the terms of this Agreement, (iv) the distribution, sale, advertisement, storage or transportation of Products after the time that title to such Products has passed to Buyer and/or (v) any Labeling Elements (including but not limited to any claims of infringement relating thereto). Such indemnification obligations shall survive the expiration or termination of this Agreement for any reason.
Buyer Indemnity. Buyer agrees to indemnify, defend and hold Supplier and each of its Representatives harmless against all damages, claims, actions, fines, penalties, expenses or costs (including court costs and reasonable attorneys’ fees) (collectively, “Liabilities”) attributable to any third-party claims asserted against Supplier or its Representatives to the extent arising from or relating to any breach of this Agreement resulting from the negligence or willful malfeasance of Buyer, any of its Representatives or any of its or their respective employees, officers or directors. The limitations in Sections 8.1 and 8.2 do not apply to Buyer’s indemnification and defense obligations under this Section 8.4.
Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller and its parent companies and each of their subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives and shareholders, predecessors and successors, from and against any and all Losses, to the extent arising out of or relating to (i) any breach by Buyer of its representations, warranties, covenants or obligations set forth in this Agreement and/or (ii) the distribution, sale, advertisement, storage or transportation of Products after the time that title to such Products has passed to Buyer. Such indemnification obligations shall survive the expiration or termination of this Agreement for any reason.
Buyer Indemnity. Buyer shall defend, indemnify and hold harmless Seller, and its Affiliates, directors, officers, shareholders, employees, successors, assigns and agents (“Seller Entities”), from and against any and all Claims, to the extent caused by (i) any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property (to the extent not present on or under the Real Property prior to the Closing), except that if such Buyer proves that such Hazardous Materials did not arise from the operation, occupancy or use of the Real Property by Buyer, or any of its, affiliates, employees, subtenants, occupants, contractors, agents or invitees (“Buyer-related Use Entities”), Buyer’s share of liability for such Claims (i.e. Claims caused by any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property to the extent not present on or under the Real Property prior to the Closing that Buyer proves did not arise from the operation, occupancy or use of the Real Property by Buyer-related Use Entities) shall be limited to fifty percent (50%) of the amount of such Claims and Buyer’s total liability for all such Claims in the aggregate shall be limited to $1,000,000; (ii) any failure of Buyer-related Use Entities to comply with Environmental Laws on the Real Property (provided that Buyer’s mere ownership alone of the Ground Lease with Pre-Existing Contamination on or under the Real Property shall not be considered a Buyer violation of Environmental Laws for purposes of this indemnity in Section 5.2(ii)) or Buyer’s breach of any environmental provision of this Agreement, except to the extent such failure is caused by matters described in Section 5.1(i)-(iii); (iii) the acts of Buyer and/or Buyer-related Use Entities that exacerbate any Pre-Existing Contamination that was disclosed to Buyer in documents provided by Seller, or discovered by Buyer prior to the Closing Date in Buyer’s investigations of the Property; or (iv) Building Materials (whether such materials are present before or after Closing, and regardless of whether the Claims caused by the Building Materials arise under the Ground Lease, other Stanford contractual documents related to the Property, or any other provision of law), other than Claims for personal injury that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c). Buyer’s indemnity obligation to Seller under this Section 5.2 does...
Buyer Indemnity. (a) Subject to the other provisions of Article VI, Buyer hereby agrees that it shall indemnify, defend and hold harmless Seller and its Affiliates and their respective representatives (the “Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, to the extent arising or resulting from or incurred in connection with or otherwise with respect to each of the following:
Buyer Indemnity. Buyer agrees to indemnify and hold harmless Seller and its Affiliates, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "SELLER INDEMNIFIED PERSONS" and each a "SELLER INDEMNIFIED PERSON") from and against (i) any claim, cost, loss, liability or damage arising out of or relating to any Assumed Liabilities, (ii) any claim, cost, loss, liability or damage incurred or sustained by any Seller Indemnified Person as a result of any misrepresentation or breach of warranty by Buyer or a breach by Buyer of any covenant or other agreement contained herein, or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein, (iii) any claim, cost, loss, liability or damage arising out of or relating to any governmental or other third party claim or action against any Seller Indemnified Person to the extent arising out of or relating to the ownership or operation of the Business or Assets by Buyer or any other person following the Closing Date, other than any Excluded Liability, (iv) any claim, liability or obligation arising out of or relating to any Materials of Environmental Concern existing on, at or under any Asset after the Closing Date or otherwise arising from, or in connection with, the conduct of the Business by the Buyer or any other person after the Closing Date, in each case except for any Excluded Liability set forth in Section 1.5(b)(xi) and (v) all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by any Seller Indemnified Person in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 8.2.
