Seller’s Indemnities Clause Samples

Seller’s Indemnities. The Sellers shall defend, indemnify and hold the Buyer, its Affiliates, contractors, sub-contractors and the directors, officers, employees and agents of the foregoing (“Buyer’s Personnel”) harmless from and against any and all costs (including legal costs), losses, damages, expenses, demand, claims, actions or suits that they may suffer or incur that relate to the loss, damage or destruction of any of the Sellers Facilities or the injury to or death of any of the Sellers Personnel arising out of or in connection with this Agreement.

Seller’s Indemnities. The Seller will, except in the case of gross negligence or wilful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from: (i) claims for injuries to, or death of, the Seller’s directors, officers, agents or employees, or loss of, or damage to, property of the Seller or its employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and (ii) claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the Technical Acceptance Flights.

Seller’s Indemnities. (a) For a period of eighteen months after the Closing Date (except as otherwise provided in clause (vi) below, Seller agrees to indemnify, hold harmless and defend Purchaser against and from any and all losses, claims, damages, costs, expenses or liabilities to which Purchaser becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions in respect thereof and costs and expenses, including reasonable legal fees and disbursements incurred in connection with such actions) arise out of or are based upon the following: (i) Breach of any representation, warranty or covenant of Seller contained in or made pursuant to this Agreement. (ii) The activities and operations of the Branch Offices for all periods up to and including the Closing, including but not limited to obligations to depositors on the Deposits and borrowers on the Account Loans due to any miscalculation of interest payable or due with respect to the Deposits or Account Loans or liabilities resulting from Seller's failure to exercise reasonable care to maintain taxpayer identification information in accordance with applicable laws and regulations; (iii) Damages to persons or property that occur prior to or as of the Closing in or relating to the operations of the Branch Offices other than those caused by Purchaser; (iv) Any wrongful default under or failure to perform, on the part of Seller, prior to the Closing relating to the Deposits and the Account Loans including, but not limited to, Seller's obligations as drawee or payor bank on drafts, checks and negotiable orders of withdrawal written on Seller's check forms, or relating to fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising under any ▇▇▇, SEP, or Money Purchase Plan of which Seller was a trustee and which account is transferred to Purchaser pursuant to this Agreement, but only with respect to any liability, claim or action arising out of or relating to any action taken or omitted to be taken by Seller prior to the Closing notwithstanding that the notice period with respect to Seller's resignation as trustee or other plan fiduciary may not have expired by the Closing Date.

Seller’s Indemnities. Without prejudice to the provisions Clause 7.1, the Seller shall indemnify, keep indemnified and hold harmless the Buyer and its directors, officers, employees and agents against any and all costs (including legal fees on a full indemnity basis), losses, damages, expenses, demands, claims, actions or suits that it may suffer or incur, that relate to the damage or destruction of any property or the injury or death of any person and that arise out of either: a. the installation, operation or maintenance of the Seller's Facilities or any other facilities of the Seller located near the Buyer's Facilities; or b. the presence of Gas in or from the Seller's Facilities upstream of the Delivery Point.

Seller’s Indemnities. Seller shall indemnify, defend, save and keep harmless Purchaser and each of its respective successors, assigns, and affiliates, and each of their respective officers, directors, shareholders, agents, and employees (collectively, the “Purchaser Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Purchaser Indemnitee for the payment of, any and Indemnified Expenses imposed on, incurred by or asserted against any Purchaser Indemnitee to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Seller of any obligation, representation or warranty hereunder or (ii) prior to the date of Delivery of the first Aircraft hereunder, the ownership, possession, control, use, or operation of the Aircraft or any engine or part thereof or interest therein; provided, however, that such Indemnified Expenses are not attributable to the gross negligence or wilful misconduct of a Purchaser Indemnitee or the breach by Purchaser of any express warranty, representation or obligation hereunder.

Seller’s Indemnities. From and after the Closing, Seller shall indemnify, defend, and hold harmless Buyer and its affiliates and their respective members, managers, partners, directors, officers, employees, and representatives, and the successors and assigns of any of them, and any person claiming by or through any of them, from and against, and reimburse them for, all claims, damages, liabilities, losses, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses, resulting from: (a) The ownership or operation of the Station Assets prior to the Closing, including without limitation any liabilities arising under the Station Licenses or the Assumed Contracts which relate to events occurring prior to the Closing; (b) Any liabilities of Seller not assumed by Buyer under this Agreement, including without limitation any liabilities arising at any time under any contract or agreement not included in the Assumed Contracts; (c) Any untrue representation, breach of warranty or nonfulfillment of any covenant by Seller contained in this Agreement or in any certificate, document or instrument delivered by Seller to Buyer under this Agreement; (d) Any failure of Seller to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; or (e) Any actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Seller’s Indemnities. The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents, and employees, be solely liable for and will indemnify and will hold the Buyer and its respective directors, officers, agents and employees, Affiliates, the Buyer’s representatives, and the respective assignees, directors, officers, agents and employees of each of the foregoing harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from claims for (i) injuries to, or deaths of, the Seller’s directors, officers, agents or employees, or loss or damage to property of the Seller, or its employees or agents when such losses occur during or are incidental to (a) the exercise by the Buyer of its inspection rights under Clause 6, (b) the Technical Acceptance Process described in Clause 8, (c) the provision of Resident Customer Support Representative support pursuant to Clause 15 or (iv) the provision of training pursuant to Clause 16; and (ii) injuries to or deaths of third parties, or loss of property of third parties, occurring during, or incidental to (a) the exercise by the Buyer of its inspection rights pursuant to Clause 6 or (b) the Technical Acceptance Process described in Clause 8.

Seller’s Indemnities. (a) The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, it’s directors, officers, agents, or employees, be solely liable for and will indemnify and will hold the Buyer, its Affiliates, and their respective shareholders, members, directors, officers, lenders, agents and employees and their insurers (the “Buyer Parties”) harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from claims for injuries to, or deaths of, the Seller’s, Manufacturer’s any Associated Contractor’s or their respective subcontractors, Affiliates and Suppliers or the directors, officers, agents or employees of any of the foregoing (the “Seller Parties”) , or loss or damage to property of any Seller Party. when such losses occur during or are incidental to (i) the Buyer’s exercise of its inspection rights under Clause 6, (ii)·the Technical Acceptance Process described in Clause 8, (iii) the provision of Field Assistance pursuant to Clause 15 or (iv) the provision of training pursuant to Clause 16. (b) The Seller will, except in the case of gross negligence or willful misconduct of the Buyer, its directors, officers, agents, or employees, be solely liable for and will indemnify and will hold the Buyer Parties, and each of them harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees Losses, arising from claims for injuries to or deaths of third parties, or loss of property of third parties, occurring during, or incidental to (i) the Buyer’s exercise of its inspection rights pursuant to Clause 6 or (ii) the Technical Acceptance Process described in Clause 8.

Seller’s Indemnities. Seller hereby agrees to indemnify, defend and hold Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by Buyer directly or indirectly relating to or arising out of: 16. 1.1 Any and all liabilities, obligations, or commitments of Seller of any nature, whether absolute, accrued, contingent, or otherwise, including those relating to all periods prior to the Closing, whether the claim is asserted prior to or after the Closing, by reason of or resulting from liabilities or obligations of or claims against Seller in connection with Seller's ownership or operation of the Station prior to the Closing, except liabilities, obligations, or commitments of Seller included in the Assumed Liabilities; 16. 1.2 The breach of any of the representations or warranties or failure by Seller to perform any covenants, conditions or agreements of Seller set forth in this Agreement; 16. 1.3 Any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; 16. 1.4 The failure of Seller to pay, perform or discharge when due any of Seller's obligations, liabilities or Contracts not assumed by Buyer pursuant to this Agreement; 16. 1.5 Any employee benefit plan maintained by Seller.