General Indemnity by Seller Sample Clauses

General Indemnity by Seller. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify the Administrator, each of the Purchasers, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), within thirty (30) days after demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Interest or in respect of any Receivable or any Contract, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) Indemnified Amounts that have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:
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General Indemnity by Seller. Seller shall fully indemnify, hold harmless, release and defend Buyer and its Affiliates and their respective representatives, agents and employees (“Buyer Parties”) from and against any and all actions, claims, demands, damages, disability, losses, expenses (including reasonable attorneys’ fees and other defense costs) and liabilities of any nature (including property damage and personal and bodily injury, sickness and disease) to the extent caused by (a) Seller’s (i) breach of any obligation, representation or warranty contained herein, and/or (ii) negligence or willful misconduct (including any such breach, negligence or willful misconduct by Seller’s officers, employees, subcontractors and agents) or (b) any tariffs or similar charges imposed in respect of the Modules as a result of any trade case filed against Seller or LDK for improper pricing and exporting of Modules to the United States or government support of the solar panel industry in China.
Sample 1
General Indemnity by Seller. Subject to the conditions hereinafter set forth, for a three year period, the Seller shall indemnify and hold harmless the Purchaser and Company against any loss, damage or expense (including reasonable attorneys' fees) incurred by the Purchaser and Company and caused by or arising out of (i) any breach or default in the performance by Seller of any covenant or agreement of Seller contained in this Agreement; (ii) any breach of a warranty or representation made by Seller pursuant to this Agreement, or in any certificate required to be delivered pursuant to this Agreement, or any material misstatement or omission in any Schedule attached or to be delivered pursuant to this Agreement; (iii) any warranty claims for which Seller is responsible pursuant to Section 5(l) hereof; and
Sample 1
General Indemnity by Seller. Subject to the conditions hereinafter set forth, for a 2 year period, the Seller shall indemnify and hold harmless the Purchaser and Company against any loss, damage or expense (including reasonable attorneys' fees) incurred by the Purchaser and Company and caused by or arising out of (i) any claim made against the Purchaser or Company by a third party in respect of any liabilities or obligations of the Company not assumed by the Purchaser or Company pursuant to provisions of this Agreement; (ii) any breach or default in the performance by Seller of any covenant or agreement of Seller contained in this Agreement; (iii) any breach of a warranty or representation made by Seller pursuant to this Agreement, or in any certificate required to be delivered pursuant to this Agreement, or any material misstatement or omission in any Schedule attached or to be delivered pursuant to this Agreement; and (iv) all costs and liabilities associated with the cleanup of any contaminated soil or materials spilled, disposed of or buried by Company or located on the property operated by Company or on any customer property where Company is deemed to be responsible as a result of its field operations, prior to Closing Date.
Sample 1
General Indemnity by Seller. UPON CLOSING, SELLER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS PURCHASER, ITS AFFILIATES, SUCCESSORS AND ASSIGNS, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH (THE “PURCHASER INDEMNIFIED PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS WHICH DIRECTLY OR INDIRECTLY ARISE OR RESULT FROM OR ARE CAUSED BY (i) SELLER’S USE, OPERATION, MAINTENANCE, OCCUPATION, OWNERSHIP OR ABANDONMENT OF THE ASSETS ARISING OR ATTRIBUTABLE TO PERIODS PRIOR TO THE EFFECTIVE DATE, INCLUDING, WITHOUT LIMITATION, WITH REGARD TO THE ENVIRONMENTAL CONDITION OF THE ASSETS AND COMPLIANCE WITH ENVIRONMENTAL LAWS, (ii) INTERESTS OR ASSETS EXCLUDED FROM THE TRANSACTIONS UNDER THIS AGREEMENT, (iii) ANY BREACH OR DEFAULT BY SELLER OF ANY OF ITS REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, (iv) ANY RETAINED OBLIGATIONS, OR (v) ANY BREACH OR DEFAULT BY SELLER OF ANY OF ITS COVENANTS UNDER THIS AGREEMENT, IN ALL CASES, REGARDLESS OF THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL FAULT OR RESPONSIBILITY OF SELLER PURCHASER OR ANY OTHER PERSON, EXCEPT TO THE EXTENT THE SAME IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT OF PURCHASER.
Sample 1

Related to General Indemnity by Seller

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • General Indemnity In addition to any other indemnification obligation set forth elsewhere in the Loan Documents, Trustor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Beneficiary and its members or shareholders, directors, officers, agents, employees, contractors, attorneys, servicers, and successors and assigns (the “Indemnified Parties”) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, or punitive damages, of whatever kind or nature (including, but not limited to reasonable attorneys’ fees and other costs of defense) (the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following (but excluding: (i) Losses arising out of Beneficiary’s gross negligence or willful misconduct; or (ii) Losses arising under CERCLA, the Model Toxic Control Act of the State of Washington (“MTCA”) or any other environmental law), (a) ownership of this Deed of Trust or any of the Loan Documents, or ownership of the Property or any interest therein, or demand for or receipt of any rent or any other amount to be paid by Trustor as “Tenant” under the Casino Lease; (b) any amendment to, or restructuring of, any of the Loan Documents or the obligations evidenced or secured thereby (except any of the same required for a Secondary Market Transaction); (c) any and all lawful action that may be taken by Beneficiary in connection with the enforcement of the provisions of any of the Loan Documents, whether or not suit is filed in connection with same, or in connection with Trustor, any guarantor or indemnitor and/or any member, partner, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the part of Trustor to perform or be in compliance with any of the terms of any of the Loan Documents; (g) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (h) the failure of any person to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Deed of Trust, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Deed of Trust is made; (i) any failure of the Property to be in compliance with any applicable laws; (j) the enforcement by any Indemnified Party of the provisions of this Section; (k) any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease (except to the extent that the same arises by reason of events occurring after Beneficiary shall have succeeded to the interests of Trustor); (l) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the Loans evidenced by the Notes; or (m) any misrepresentation made by Trustor in any of the Loan Documents. Any amounts payable to Beneficiary by reason of the application of this Section shall become immediately due and payable upon demand and shall bear interest at the rate then applicable to principal outstanding under the Notes. The foregoing indemnitees shall survive payment of the indebtedness secured hereby and reconveyance of this Deed of Trust. Leasehold Deed of Trust – Hollywood Shoreline (Parking)

  • General Indemnity Provisions No indemnifying party shall be liable under its indemnity agreement contained in Section 4.3 or 4.4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

  • General Indemnification Provisions (a) For the purposes of this Section 9.4 and Section 9.5: the term "Indemnitee" shall refer to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of Section 9.2 or 9.3, as the case may be; the term "

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • General Indemnities 17.1 Currency In the event of any Finance Party receiving or recovering any amount payable under any of the Security Documents in a currency other than the Currency of Account, and if the amount received or recovered is insufficient when converted into the Currency of Account at the date of receipt to satisfy in full the amount due, the Borrower shall, on the Agent's written demand, pay to the Agent such further amount in the Currency of Account as is sufficient to satisfy in full the amount due and that further amount shall be due to the Agent on behalf of the Finance Parties as a separate debt under this Agreement.

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Mutual Indemnification You shall indemnify and hold CloudNine, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).

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