Indemnification of Buyer by Seller. (a) Seller shall indemnify, defend and hold harmless Buyer, its members, managers, officers, directors, employees, Affiliates and agents (each, a “Buyer Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Buyer Indemnitee arising out of (1) a claim by a third party (other than a claim for Buyer Indemnitee’s breach of contract) and in any way relating to, resulting from or arising out of or in connection with any Third Party Claims against a Buyer Indemnitee to the extent arising out of or in connection with the negligent or intentional acts or omissions of Seller or its subcontractors, agents or employees or others under Seller’s control (other than matters addressed separately in Section 13.1, which shall be governed by the terms thereof) or (2) a breach by Seller of its obligations under the Agreement; provided that, Seller shall have no obligation to indemnify Buyer to the extent caused by or arising out of any negligence, fraud or willful misconduct of a Buyer Indemnitee, the breach by Buyer or any Buyer Indemnitee of its covenants and warranties under this Agreement or the inability to utilize any tax benefits.
Indemnification of Buyer by Seller. Seller shall severally indemnify Buyer against:
Indemnification of Buyer by Seller. (a) Seller shall indemnify, defend and hold harmless Buyer, its members, managers, officers, directors, employees, Affiliates and agents (each, a “Buyer Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Buyer Indemnitee arising out of (1) a claim by a third party (other than a claim for Buyer Indemnitee’s breach of contract (other than any breach by a Buyer Indemnitee of any PPA or Site License based on any breach by Seller of its obligations under this Agreement to perform obligations under such PPA or Site License on behalf of Buyer)) and in any way relating to, resulting from or arising out of or in connection with any Third Party Claims against a Buyer Indemnitee to the extent arising out of or in connection with the negligent or intentional acts or omissions of Seller or its subcontractors, agents or employees or others under Seller’s control (other than matters addressed separately in Section 13.1, which shall be governed by the terms thereof), (2) a breach by Seller of its representations, warranties or obligations under any Transaction Document or in any Payment Certificate, including any breach of a PPA or Site License relating to, resulting from or arising out of or in connection with any act or omission by Seller, Seller Affiliate, the Service Provider or a Seller or Seller Affiliate agent, representative or subcontractor at any tier in respect of EPC Services or Facility Services that Seller is obligated to perform on behalf of Buyer in fulfillment of such obligations under the PPA or Site License including, for clarity, a breach of Section 7.1(h)(i) of the Equinix PPA relating to, resulting from or arising out of or in connection with any act or omission by Seller, Seller Affiliate, the Service Provider or a Seller or Seller Affiliate agent, representative or subcontractor at any tier, or (3) any injury, death, or damage to property caused by a defect in a Facility; provided that, Seller shall have no obligation to indemnify Buyer to the extent caused by or arising out of any negligence, fraud or willful misconduct of a Buyer Indemnitee, the breach by Buyer or any Buyer Indemnitee of its covenants, representations and warranties under this Agreement or the inability of Buyer to ultimately utilize any tax benefits.
Indemnification of Buyer by Seller. Seller shall indemnify, defend and hold harmless Buyer, its members, managers, officers, directors, employees, Affiliates and agents (each, a “Buyer Indemnitee”) from and against any and all Indemnifiable Losses asserted against or suffered by any Buyer Indemnitee arising out of a claim by a third party (other than a claim for Buyer Indemnitee’s breach of contract) and in any way relating to, resulting from or arising out of or in connection with any Third Party Claims against a Buyer Indemnitee to the extent arising out of or in connection with the negligent or intentional acts or omissions of Seller or its subcontractors, agents or employees or others under Seller’s control (other than matters addressed separately in Section 10.1, which shall be governed by the terms thereof); provided that, Seller shall have no obligation to indemnify Buyer for any negligence, fraud or willful misconduct of a Buyer Indemnitee, the breach by Buyer of its covenants and warranties under this Agreement or the inability to utilize any tax benefits (for the avoidance of doubt, the Grant is not considered a tax benefit).
Indemnification of Buyer by Seller. (a) Subject to Section 8.3, Seller shall indemnify, defend and hold harmless Buyer, its officers, directors, employees, shareholders, Affiliates and agents (each, a "Buyer Indemnitee") from and against any and all Indemnifiable Losses asserted against or suffered by any Buyer Indemnitee (each, a "Buyer Indemnifiable Loss") in any way relating to, resulting from or arising out of or in connection with (i) any breach by Seller of any covenant or agreement of Seller contained in this Agreement or failure or inaccuracy of any representation or warranty of Seller contained in this Agreement, (ii) the Excluded Liabilities, (iii) noncompliance by Seller with any bulk sales or transfer laws as provided in Section 10.12, and (iv) any Third Party Claims against a Buyer Indemnitee arising out of or in connection with Seller's ownership or operation of the Excluded Assets on or after the Closing Date.
Indemnification of Buyer by Seller. Seller shall indemnify and hold harmless Buyer, and its Representatives and Affiliates (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) involving a Third-Party Claim (collectively, “Damages”) arising from, or related to, any personal injury or death to Persons and damage to any Person’s real property and tangible personal property or facilities, or the property of any other Person to the extent arising from, or related to, breach of a representation or warranty given in this agreement, an Event of Default under this agreement, violation of any Applicable Laws or Governmental Authorizations, or by the gross negligence of Seller, its Affiliates, directors, officers, employees, or agents. Nothing in this section 13.1 will enlarge or relieve Seller of any liability to Buyer Indemnified Persons for any breach of this agreement. This indemnification obligation will apply notwithstanding any negligent or intentional acts, errors or omissions of a Buyer Indemnified Person, but Seller’s liability to pay Damages to a Buyer Indemnified Person will be reduced in proportion to the percentage by which that Buyer Indemnified Person’s negligent or intentional acts, errors or omissions caused the Damages. Seller is not required to indemnify a Buyer Indemnified Person for its Damages resulting from that Buyer Indemnified Person’s sole negligence, intentional acts or willful misconduct. These indemnity provisions will not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy.
Indemnification of Buyer by Seller. Subject to the limitations on recourse and recovery set forth in this Article 9, from and after the Closing, Seller will indemnify, defend and hold harmless Buyer and its Affiliates (which after Closing will include the Company) and each of their respective officers, directors, members, managers, partners, employees, agents and representatives, and their respective successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Losses imposed upon or against, or incurred by, the Buyer Indemnified Parties in connection with, relating to, arising out of or resulting from:
Indemnification of Buyer by Seller. Subject to the limitation imposed by Section 8.5 below, notwithstanding any investigation by Buyer or its representatives, the Seller, its successors and assigns, will indemnify and hold the Buyer, and its Affiliates, harmless from and fully pay any and all Losses, that Buyer, or any of its Affiliates, may suffer or incur as a result of or relating to(a) the breach of any representations or warranties made by Seller in Article and elsewhere in this Agreement, or in any other document delivered by Seller to Buyer pursuant hereto to include, without limitation, the Xxxx of Sale and the Assignment (collectively, the "TRANSACTION DOCUMENTS"), or any allegation by a third party that, if true, would constitute such a breach, (b) the breach of any covenant or agreement of Seller in this Agreement or the Transaction Documents, or (c) any Pre-Closing Liability.
Indemnification of Buyer by Seller. From and after the Closing, Buyer and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Buyer Indemnified Party”) shall be indemnified and held harmless by Seller for and against any and all Losses, arising out of or resulting from:
Indemnification of Buyer by Seller. Seller agrees to indemnify Buyer and hold it harmless against and in respect of any and all claims, losses, expenses, obligations and liabilities (including costs of collection and reasonable attorney's fees) that arise or result from or are related to (i) the failure of any representation or warranty of Seller under this Agreement, or any agreement provided for by it, to be accurate or complete,
