Common use of Indemnification of Buyer by Seller Clause in Contracts

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. 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 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 13.113.113.1 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. ‌ Seller shall indemnify indemnify, defend and hold harmless BuyerBuyer and its affiliates, and subsidiaries, and its Representatives and Affiliates (collectivelytheir respective employees, the “Buyer Indemnified Persons”)representatives, partners, officers and will reimburse Buyer Indemnified Persons for agents, harmless from and against any lossclaims, losses, clawbacks by any third party payor, liability, claimobligations, damagelawsuits, deficiencies, damages or expense of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including (including without limitation) interest, penalties, attorneys' fees, costs of investigation and all amounts paid in defense and reasonable attorneys’ fees and expensesor settlement of the foregoing, suffered or incurred by Buyer as a result of the occurrence of any of the following: (i) involving a Third-Party Claim (collectively, “Damages”) arising from, or related to, any personal injury or death to Persons and damage the Assets were subject to any Person’s real property and tangible personal property liabilities or facilities, or the property obligations of any kind, whether accrued, absolute, contingent or otherwise, that are not being specifically assumed by Buyer hereunder, including without limitation, liabilities for federal, state, local and other Person applicable taxes of every kind and description, and liabilities pursuant to Environmental Laws, whether or not said liabilities or obligations are disclosed in Exhibit 3.3 and/or Exhibit 3.27; (ii) Seller did not have title to all or any portion of the extent arising from, or related to, Assets; (iii) a breach of a any obligation, representation, warranty, covenant or agreement made by Seller in this Agreement or any agreement referred to herein or because any representation or warranty given by Seller contained herein, in any document furnished or required to be furnished pursuant to this agreement, an Event Agreement by Seller to Buyer or any of Default under this agreement, violation of any Applicable Laws or Governmental Authorizationsits representatives, or any documents furnished to Buyer in connection with the Closing hereunder, shall be false; (iv) any litigation arising out of or based upon events or operative facts occurring prior to the Closing Date, in connection with the Assets, whether or not disclosed in Exhibit 3.18; (v) any employee benefits, including pension or retirement benefits, and any severance payments to the employees of Seller that are or may be assessed as a result of the transactions contemplated by this Agreement, payable to or on behalf of the gross negligence employees of Seller, its Affiliates, directors, officers, employeesSeller as of the Closing Date, or agents. Nothing in this section 13.1 will enlarge or relieve Seller of any liability to Buyer Indemnified Persons for any breach due through the consummation of this agreement. This indemnification obligation will apply notwithstanding Agreement; and (vi) costs and expenses (including reasonable attorneys' fees) incurred by Buyer in connection with any negligent demand, action, suit, proceeding, assessment or intentional acts, errors or omissions judgment incident to any 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 policyforegoing.