Buyer’s Indemnification of Seller Clause Samples

Buyer’s Indemnification of Seller. Except as otherwise provided herein and subject to the provisions of this Section 15, from and after the Closing Date, Buyer shall indemnify, defend, save and hold harmless, Seller, the other members of the BP Group, and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Indemnified Parties"), from and against any and all Losses of any kind which are caused by, arise from, are incurred in connection with or relate in any way to: (i) the ownership of the Purchased Assets, including the Refinery and all of the other Purchased Assets, and the operation of the Refinery on and after the Closing Date, including those Losses arising under, any foreign, federal, state or local laws or regulations, or any contract, warranty, tort or other theory of law; (ii) Buyer's modification of any technology, software, know-how or proprietary information transferred or licensed to Buyer pursuant to the Technology Agreement; (iii) (A) Buyer's breach of or failure to perform any covenant or agreement in this Agreement requiring performance by Buyer on or after the Closing Date (including any discontinuance, suspension or modification of any compensation or employee benefit plan or program maintained by Buyer as contemplated by -42- 54 Section 11); or (B) Buyer's breach of any representation or warranty in this Agreement which survives the Closing; or (iv) the Assumed Liabilities. provided, however, that Buyer shall not have any liability under clause (iii) above for any breach of a representation or warranty contained in this Agreement or the other agreements contemplated hereby is Seller had knowledge of such breach at the time of Closing and failed to notify Buyer of such breach, and no Losses caused by, arising from, incurred in connection with or related in any way thereto shall be aggregated for purposes of Section 15(j).

Buyer’s Indemnification of Seller. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any damages (including without limitation, reasonable attorney's fees and costs) arising from or in connection with: Section 9.3.1 any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement not cured by Buyer within 30 days after written notice from Seller; Section 9.3.2 any material breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement not cured by Buyer within 30 days after written notice from Seller; Section 9.3.3 any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with Buyer (or any person acting on Buyer's behalf) in connection with this transactions.

Buyer’s Indemnification of Seller. Buyer shall indemnify and hold harmless Seller against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store following the Closing Date.

Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and Buyer shall indemnify, release save and hold harmless Seller, its officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) any matter for which Buyer has agreed to indemnify Seller under this Agreement, (ii) any breach of representations, warranties, covenants, or agreements by Buyer under this Agreement which are not waived or deemed waived under Section 12.1, Section 5.8 and Section 8.1 of this Agreement or this Article XI of this Agreement, and (iii) the Assumed Obligations. The Buyer’s obligations under this Section 11.2(b) are limited as provided in Section 11.3.

Buyer’s Indemnification of Seller. Buyer shall indemnify and hold harmless Seller from and against any and all claims, actions, damages, arbitration fees and expenses, costs, attorney’s fees and other liabilities incurred by Seller arising from or in connections with: (a) Any material breach of any representation, warranty, obligation or covenant made by Buyer in this Agreement (it being agreed that any breach of any payment obligation shall be deemed material); (b) Any act or omission by Buyer in connection with directors, officers, agents or employees in connection with the conduct of the business of Public Company that Buyer seeks for Public Company to add between execution of the Agreement and Closing.

Buyer’s Indemnification of Seller. Subject to: (i) Seller’s warranty obligations in Section 12; (ii) Seller’s infringement obligations in Section 13; and (iii) Seller’s indemnification obligations in Section 14; Buyer will defend, indemnify and hold harmless, at its own cost, Seller and its Affiliates and their respective employees, directors, officers, agents and permitted assigns from and against any and all other Losses incurred in connection with any third party Claim, whether actual or threatened, regardless of cause including but not limited to: (i) defects in the design; claims that Product or Finished Device infringes a third party’s intellectual property; (ii) omissions by Buyer in inspecting, marketing, or distributing Buyer’s final products; and/or (iii) Buyer’s negligence or willful misconduct.

Buyer’s Indemnification of Seller. From and after Closing, Buyer shall defend, indemnify, save, and hold harmless the Seller Group from and against all Losses to the extent caused by, arising out of, or resulting from: (1) the Assumed Liabilities; (2) Buyer Taxes; (3) any matter for which Buyer has agreed to indemnify Seller under this Agreement or in any Transaction Document; (4) any breach of or inaccuracy in any representations or warranties made by Buyer in this Agreement or in any Transaction Document; and (5) any breach or non-fulfillment of any covenants or agreements of Buyer under this Agreement or in any Transaction Document. The indemnification obligations described in this Section 14.3(a) apply to the Losses described in such provisions EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF THE OTHER PARTY OR ANY INDEMNIFIED PARTIES BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.

Buyer’s Indemnification of Seller. (a) Buyer shall ------------ --------------------------------- indemnify and hold Seller, Project Lender and Lessor and the officers, directors, employees and agents of Seller, Project Lender and Lessor (collectively, "Seller's Indemnified Parties") harmless from and against all damages, losses or expenses suffered or paid as a result of any and all claims, demands, suits, causes of action, proceedings, judgments and liabilities to third parties, including reasonable counsel fees incurred in litigation or otherwise, assessed, incurred or sustained by or against Seller's Indemnified Parties with respect to or arising out of the operation or maintenance of the Project and caused by the gross negligence or willful misconduct of Buyer or its agents or employees; provided, however, that Buyer shall not be liable, by --------- ------- reason of the foregoing indemnity, to Seller's Indemnified Parties for any loss of revenues. Notwithstanding anything to the contrary herein contained, Buyer shall not be liable, and neither Seller nor any of Seller's Indemnified Parties shall have any rights to claim or recover against Buyer's Indemnified Parties, for loss of or damage to Seller's Indemnified Parties, the Project or any other property under Seller's control from any cause to the extent insured against or required to be insured against under the provisions of the Mortgage. (b) Promptly after receipt by any of Seller's Indemnified Parties of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in subparagraph (a) of this Section 7.2 may apply, Seller shall notify or cause the indemnified party to notify Buyer of such fact. Buyer shall have the right to assume the defense thereof with counsel designated by Buyer and reasonably satisfactory to the indemnified party; provided, however, that if the defendants --------- ------- in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. (c) Should any of Seller's Indemnifi...

Buyer’s Indemnification of Seller. Notwithstanding --------------------------------- anything in this Agreement to the contrary, Buyer shall indemnify, defend, protect and hold harmless, Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to any breach of any covenant or warranty, or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement.