Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group from and against any and all Claims in favor of any Person arising from or related to:
Seller’s General Indemnity. Seller shall defend, indemnify and hold harmless Buyer and its Affiliates, along with each of their respective officers, directors, partners, members, shareholders, agents, employees, successors, and assigns (collectively, the “Buyer Indemnitees”), from and against all third-party claims (including, without limitation, product liability claims), losses, damages, expenses and liability (including court costs and reasonable attorneys’ fees) (collectively, the “Losses”) brought against or incurred by any Buyer Indemnitee arising out of or relating to this Agreement or any Purchase Order to the extent such Losses are caused by or are the result of (a) any breach of this Agreement by Seller or its successors and assigns (collectively, the “Seller-Related Persons”), (b) breach of the Warranties, including manufacturing defects and design defects, (c) the negligence or willful misconduct of the Seller-Related Persons, (d) any product liability claims or other claims relating to the Products, including, without limitation, Seller’s labeling on the Products or Seller’s failure to withdraw or recall Products in a timely fashion, and (e) Seller’s failure to pay Taxes for which it is responsible under this Agreement.
Seller’s General Indemnity. Subject to the terms and conditions of this Article 8, Sellers jointly and severally agree to and will indemnify, defend and hold the Buyer and BPC harmless from and against all demands, claims, actions or causes of actions, assessments, losses, damages (including special and consequential damages), Liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorney fees and expenses (hereinafter collectively called "Damages"), asserted against, resulting to, imposed upon or incurred by the Buyer and/or BPC related to, resulting from or arising out of, (i) a breach of any of the representations and warranties made by the Sellers herein, (except that those representations and warranties listed in Section 8.4 shall be excluded from this Section 8.3 and governed instead by the provisions of Section 8.4), or (ii) the nonfulfillment of any undertaking, agreement or covenant on the part of the Sellers hereunder. The obligations of Sellers under this Section 8.3 shall survive and shall terminate at the close of business on the third anniversary of the Closing Date ("First Indemnity Period"), except that Sellers shall continue to be responsible after such date for those specific Damages of which Buyer or BPC shall have given Sellers the notices required by this Section prior to the end of the First Indemnity Period referred to herein. In the event that Sellers receive actual notice prior to the expiration of the above-referenced First Indemnity Period of a claim which ultimately results in Damage to Buyer or BPC referenced in this Section 8.3, such notice shall be deemed to constitute the notice required to be given by Buyer or BPC hereunder, the same as if Buyer or BPC had timely given such notice to Sellers, Sellers' indemnity obligations shall not be terminated as to those Damages incurred by Buyer or BPC as a result of said claim and such indemnity obligation shall survive until such claim shall have been finally resolved and all damages shall have been fully satisfied.
Seller’s General Indemnity. Subject to the terms and conditions of this Article VI, the Seller hereby agrees to indemnify, defend and hold the Buyer and its Affiliates harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (collectively, "Damages") as they are incurred, asserted against, resulting to, imposed upon or incurred or suffered by the Buyer and its Affiliates by reason of or resulting from:
Seller’s General Indemnity. Except as set forth in Article 8.3, relevant Seller agrees to indemnify and hold harmless each Buyer Indemnitee from any Loss imposed on, incurred by or asserted against any Buyer Indemnitee with respect to:
Seller’s General Indemnity. Subject to ARTICLE XXII, Seller shall defend and indemnify Buyer, its Affiliates, and their respective employees, agents, partners, shareholders, officers, directors, members, managers, successors, and permitted assigns (each, a "Buyer Indemnitee" and collectively "Buyer Indemnitees"), from and against the following: All Losses arising from claims for property damage or bodily injury or death to the extent caused by any negligent, willful, reckless, or otherwise tortious act or omission (including strict liability) during Seller’s, and those working by or through Seller on the Project, performance of this Agreement, including the Work, or from performing or failing to perform any of its obligations under this Agreement, or any curative action under any of the Warranties following performance, in each case, of Seller, any Contractor, any of their Affiliates, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable; All Losses that arise out of or result from the following: Except to the extent directly caused by a Buyer Event of Default to pay amounts as and when required under this Agreement, (i) any Seller Lien on any of the Equipment and Materials, the Work, Project Site, or other Project Assets or any fixtures or personal property included in the Work or forming a part of the Project (whether or not such Seller Lien is valid or enforceable), and (ii) all claims for payment or compensation for Work performed hereunder, whether or not reduced to a Seller Lien, filed by any Contractors (including all Persons performing any portion of the Work; Employers' liability or workers' compensation claims filed by any employees or agents of Seller or any of its Contractors; All Losses arising from third-party claims, including claims by Contractors and employees of Seller and Contractors, and claims directly from Buyer and Buyer Indemnitees that arise out of or result from (i) the failure of Seller or any of its Contractors to comply with the terms and conditions of this Agreement, including any inaccuracy in or breach of any representation or warranty made by Seller or breach of or failure to perform any covenant of Seller in this Agreement, further including under Applicable Laws and Permits; and (ii) premises liability; All Losses that arise out of or result from the failure of Seller, any Contractor or the Work (including any Warranty Work), including the Project, as designed, constructed and completed by Selle...
Seller’s General Indemnity. Sellers shall indemnify, defend and hold Buyer harmless from and against any and all Liabilities caused by, resulting from, relating to, arising out of or incidental to:
Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person for personal injury, death or damage to property or for any other Claims arising from or related to (i) Seller’s breach of any of its representations and warranties in this Agreement, (ii) Seller’s breach of any of its covenants in and under this Agreement, (iii) subject to the provisions of ARTICLE 8, any and all duties and obligations of Seller, or Claims, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority, (iv) subject to the provisions of ARTICLE 8, personal injury, illness, bodily injury, death, damage to property or for any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time, (v) subject to the provisions of ARTICLE 8, personal injury, illness, bodily injury, death, or damage to property arising directly or indirectly from, or incident to, the use, occupation, operation or maintenance of any of the Assets, and arising or accruing between the Effective Time and Closing but only insofar as said matters are covered by Seller’s insurance policies in excess of all deductibles and loss loads, and limited to the amount of coverage provided thereby, (vi) the failure of Seller to properly pay when due all royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time, (vii) the failure of Seller to properly pay when due all Taxes as determined under ARTICLE 12, (viii) any liability or obligation relating to the Litigation, and (ix) any Excluded Assets, REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER GROUP OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, CONCURRENT OR SOLE, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL M...
Seller’s General Indemnity. Seller shall, upon the occurrence of the Closing, subject to the limitations set forth in Sections 15.5, 15.6, and elsewhere in this Agreement, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any third party to the extent arising from or related to:
Seller’s General Indemnity. Subject to the express provisions of this Agreement, each Seller agrees to indemnify, to defend, and to hold Buyer harmless from, all claims, demands, causes of action, and suit or suits of any nature whatsoever arising out of or relating to its ownership and/or operation of the Property owned by such Seller prior to the Closing and any activities related thereto (whether any such claims, demands, causes of actions, or suits are asserted prior to or after the Closing).
