Purchaser Claims. From and after the Closing, Seller will indemnify, defend and hold harmless Purchaser and its parents and Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Purchaser Group”), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) and including costs and expenses incurred in connection with investigations, and settlement proceedings which arise out of, in connection with, or relate to, the following (collectively, “Purchaser Claims”): (i) any breach or violation of any covenant or agreement of Seller set forth in this Agreement; (ii) any breach or inaccuracy of the representations or warranties made by Seller contained in this Agreement in ARTICLE 4; (iii) the Excluded Liabilities; and (iv) any loss or damages resulting from or arising out of Seller’s ownership of the Assets prior to Closing, except for any loss or damage resulting from or arising out of Assumed Liabilities.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Purchaser Claims. From and after the Closing, Seller will indemnify, defend and hold harmless Purchaser and its parents and Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Purchaser Group”"PURCHASER GROUP"), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) and including costs and expenses incurred in connection with investigations, investigations and settlement proceedings which arise out of, in connection with, or relate to, the following (collectively, “Purchaser Claims”"PURCHASER CLAIMS"):
(i) any breach or violation of any covenant or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of the representations or warranties made by Seller contained in this Agreement in ARTICLE Article 4;
(iii) the Excluded Liabilities; and;
(iv) any loss or damages resulting from or arising out of Seller’s 's ownership or operation of the Excluded Assets prior to after the Closing, except for ; or
(v) any loss claims or damage resulting from attachments of Seller or arising out any creditor of Assumed LiabilitiesSeller against the Decommissioning Fund after the Closing Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Purchaser Claims. From and after the Closing, Seller will indemnify, defend and hold harmless Purchaser and its parents and Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Purchaser Group”"PURCHASER GROUP"), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) and including costs and expenses incurred in connection with investigations, investigations and settlement proceedings which arise out of, in connection with, or relate to, the following (collectively, “Purchaser Claims”"PURCHASER CLAIMS"):
(i) any breach or violation of any covenant or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of the representations or warranties made by Seller contained in this Agreement in ARTICLE 4;
(iii) the Excluded Liabilities; and
(iv) any loss or damages resulting from or arising out of Seller’s 's ownership or operation of the Excluded Assets prior to after the Closing, except for any loss or damage resulting from or arising out of Assumed Liabilities.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pinnacle West Capital Corp)