Purchaser Indemnification Clause Samples
The Purchaser Indemnification clause requires the seller to compensate the purchaser for losses, damages, or liabilities arising from specific breaches or issues related to the transaction. Typically, this clause applies if the seller has misrepresented facts, breached warranties, or failed to fulfill obligations outlined in the agreement. By establishing a clear mechanism for the purchaser to recover losses, this clause protects the purchaser from unforeseen risks and ensures accountability for the seller’s actions or omissions.
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Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date.
3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial gener...
Purchaser Indemnification. (a) Subject to the provisions of this Article X, and except as otherwise provided in Article IX, Purchaser agrees from and after the Closing Date to indemnify the Seller Indemnified Parties against and hold them harmless from any and all Losses actually suffered or incurred by them arising out of:
(i) the breach of any representation or warranty of Purchaser contained in this Agreement;
(ii) the breach of any Pre-Closing Covenant by Purchaser; or
(iii) the breach of any Post-Closing Covenant by Purchaser.
(b) Purchaser shall not be required to indemnify any Seller Indemnified Party pursuant to this Section 10.3 or Section 9.10 to the extent any such Losses or claims pursuant to Section 9.10 resulted from fraud, gross negligence, bad faith or willful misconduct of Seller.
(c) No claim may be asserted nor may any action be commenced against Purchaser pursuant to clause (i) or (ii) of Section 10.3(a) or Section 9.10 for breach of any representation or warranty, Pre-Closing Covenant or Post-Closing Covenant or claim pursuant to Section 9.10, unless written notice of such claim or action (satisfying the requirements of Section 10.4) is received by Purchaser on or prior to the date on which the representation or warranty, Pre-Closing Covenant or Post-Closing Covenant on which such claim or action, or claims pursuant to Section 9.10, is based ceases to survive as set forth in, as applicable, Section 9.10 or 10.1.
(d) No claim may be made against Purchaser for indemnification pursuant to Sections 10.3(a)(i) and 10.3(a)(ii) (except with respect to indemnification for breaches of Section 6.1 unless the aggregate amount of all Losses of the Seller Indemnified Parties upon which valid claims are based pursuant to such sections shall exceed an amount equal to the Basket Amount, and then Purchaser shall only be responsible for indemnification of Losses in excess of the Basket Amount.
(e) The amounts paid by Purchaser for indemnification of Losses under this Agreement pursuant to Sections 10.3(a)(i) and l0.3(a)(ii) (except with respect to indemnification for breaches of Section 6.1) shall be limited to, in the aggregate, an amount equal to the Indemnification Cap.
(f) The amounts paid by Purchaser for indemnification of Losses under this Agreement and the Transaction Documents shall in no event exceed, in the aggregate, the Purchase Price.
Purchaser Indemnification. From and after the Closing, Seller Parties hereby agree to jointly and severally indemnify and defend and hold harmless Purchaser and its Affiliates and each of their respective directors, officers, employees, equity holders, managers, members, agents, successors and assigns (collectively, the “Purchaser Indemnified Persons”) from, against and in respect of, and to promptly pay to or reimburse a Purchaser Indemnified Person for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, injuries, deficiencies, demands, debts, Taxes, Encumbrances, claims, suits, actions, causes of action, assessments, losses, charges, costs, expenses, expenditures, interest, fines, penalties, actual or punitive damages, or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements, and compromises (including reasonable fees and expenses of attorneys, accountants, and other expenses (individually and collectively the “Losses”) incurred, suffered, sustained or required to be paid by a Purchaser Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following:
(a) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by any Seller Party in this Agreement or any Transaction Documents;
(b) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of any Seller Party made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents;
(c) any violations of or obligations under any Environmental and Safety Requirements relating to acts, omissions, circumstances or conditions to the extent existing or arising prior to the Closing Date, whether or not such acts, omissions, circumstances, or conditions constituted a violation of any Environmental and Safety Requirements as then in effect;
(d) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting a Purchaser Indemnified Party relating to any personal injury or property damage caused, or alleged to be caused, by any service provided or product sold, delivered or serviced by any Seller Party or any of Seller’s Employees prior to the Closing;
(e) any assertion against a Purchaser Indemnified Person for any amounts provided for hereunder that any Seller Party is obligated to pay, satisfy or discharg...
Purchaser Indemnification. The Purchaser agrees and covenants to hold harmless and indemnify each Company Indemnified Person, from and against any and all Indemnifiable Costs and Expenses to which such Company Indemnified Person may become subject under the Securities Act or otherwise which arises out of or is based in any manner upon any breach by the Purchaser of any its representations, warranties or covenants contained in the Agreement or in any agreement, instrument or document delivered by the Purchaser hereunder.
Purchaser Indemnification. The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.
Purchaser Indemnification. The Purchaser (the “Indemnifying Party”) agrees to indemnify and hold harmless the Seller and its officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities, joint or several (collectively, “Obligations”), to which an Indemnified Person may become subject arising out of or in connection with this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Person is a party thereto, and to reimburse, within 30 days, upon written request, each such Indemnified Person for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any of the foregoing, provided, however, that the Indemnifying Party shall not have any liability to any Indemnified Person to the extent that such Obligations (i) are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to the Indemnifying Party any amounts previously expended by the Indemnifying Party hereunder) or (ii) are trading losses incurred by the Seller as part of its purchases or sales of shares of Common Stock pursuant to this Confirmation (unless the Purchaser has breached any agreement, term or covenant herein).
Purchaser Indemnification. In no event shall the Purchaser have any liability whatsoever to the Seller Parties in connection with Section 5 of this Agreement or otherwise.
Purchaser Indemnification. The Purchaser acknowledges that the Purchaser understands the meaning and legal consequences of the representations, warranties and agreements contained in this Agreement, and hereby agrees to indemnify and hold harmless the Company and any affiliate thereof, and the officers, directors, stockholders, agents and employees of the foregoing or any professional advisors thereto from and against any and all loss, damage, liability or expense (including reasonable attorneys' fees) due to or arising out of a breach of any representation or warranty or failure to fulfill any obligation of the Purchaser, contained in this Agreement, or arising out of the sale or distribution by the Purchaser of any Securities in violation of the Securities Act or any applicable state securities laws. Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the Purchaser, the Purchaser does not hereby, or in any other manner, waive any rights granted to him or her under federal or state securities laws.
Purchaser Indemnification. The Purchaser agrees to indemnify and hold harmless, to the extent permitted by law, NewCo, its Affiliates and each of its and their respective directors, officers, partners, members and agents and each Person, if any, who controls NewCo (within the meaning of the Securities Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) caused by, arising out of or relating to any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto covering the resale of any Registrable Securities by or on behalf of the Purchaser or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Purchaser expressly stated to be used in connection with such Registration Statement.
Purchaser Indemnification. Purchaser shall indemnify Seller and his agents, successors and assigns (the "Seller Indemnified Parties") and hold the Seller Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from:
(a) the failure of any representation or warranty of Purchaser set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made;
(b) the breach of any covenant or other agreement on the part of Purchaser under this Agreement;
(c) the Assumed Liabilities; and
(d) the ownership and operation of the Assets following the Closing.