Seller’s Indemnity Sample Clauses

Seller’s Indemnity. THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE BUYER OR ITS REPRESENTATIVES, AND (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES), CAUSED BY THE BUYER OR ITS REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8. THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.

Seller’s Indemnity. In addition to any other applicable rights under this Agreement, Seller agrees to indemnify, defend and hold Buyer and its officers, directors, partners, members, agents, employees, affiliates, attorneys, heirs, successors and assigns (collectively, “Buyer’s Indemnified Parties”) harmless from and against any and all liabilities, liens, claims, damages, costs, expenses, suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and all expenses related thereto, including, without limitation, court costs and reasonable attorneys’ fees arising out of or in any way connected or related to (i) the ownership, maintenance, or operation of the Property and accruing prior to Closing, (ii) any breach or nonperformance by Seller of any provision or covenant contained in this Agreement or in any certificate or other instrument or document furnished (or to be furnished) by Seller with respect to the transactions contemplated hereunder, (iii) any liability arising because of a breach of lease, breach of contract, breach of the Loan Documents, or other matter related to the Property which occurred or arose or is alleged to have occurred or arisen prior to Closing and which is due to actions taken by Seller, or (iv) the breach of any representation or warranty of Seller contained in this Agreement. The indemnities set forth in this Section shall survive Closing without limitation. Provided, however, that the indemnities set forth in this Section shall not apply to the extent of any item that by this Agreement specifically becomes the obligation of Buyer after the Closing pursuant to the terms and conditions of this Agreement.

Seller’s Indemnity. Subject to Section 12.10, Section 12.11 and Section 12.12, Seller shall release and indemnify, defend and hold Buyer and its Representatives harmless from and against any and all Claims caused by, resulting from, or incidental to the Retained Obligations.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9, for the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter time for response, then within such shorter period as specified by Purchaser in such notice (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any claim shall be made without reasonable notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.

Seller’s Indemnity. Seller agrees to indemnify, and hold harmless Buyer in respect to any and all claims, losses, damages, liabilities, and expenses, (including without limitation, settlement costs, and any legal, accounting, and any other expenses for investigating or defending any actions or a threatened action) reasonably incurred by Buyer in connection with any liabilities or claims made against Buyer because of any act or failure to act of Seller, rising prior to the

Seller’s Indemnity. Each of the Seller Parties jointly and severally agrees to indemnify, defend and hold harmless PEI and its directors, officers, stockholders, employees, Affiliates, agents and assigns against any and all Losses incurred directly or indirectly, as a result of, or based upon or arising from: (a) any Tax payable by or on behalf of the Seller Parties for any taxable period (or portion thereof) ending on or prior to the Closing Date, (b) any deficiencies in any Tax payable by or on behalf of the Seller Parties arising from any audit by any taxing agency or authority with respect to any period (or portion thereof) ending on or prior to the Closing Date, (c) any claim or demand for reimbursement or indemnification resulting from any transfer by the Seller Parties prior to the Closing of any Tax benefits or credits to any other Person, (d) any Tax liabilities arising out of the transfer of the Purchased Assets, except as expressly provided for herein, and (e) with respect to any Taxes payable by PEI with respect to the operation of the Business (other than PEI's income or franchise taxes) due for periods beginning before and ending after the Closing Date (whether or not assessed prior to the Closing Date), a pro-rata share of such Taxes, calculated as if the period ended on the Closing Date. For purposes of calculating Sellers' pro-rata share of Taxes described in this Section 10.3.1(e), the Closing Date will be treated as the last day of a taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on the Closing Date will be: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, (B) imposed in connection with any sales or other transfer or assignment of property (real or personal, tangible or intangible) other than transfers pursuant to this Agreement or (C) imposed on a periodic basis and measured by the level of any item which is required to be determined as of the Closing Date or which is reasonably determinable as of the Closing Date and such determination is made by a party in a manner reasonably acceptable to both parties, deemed equal to the amount which would be payable if the period for which such Tax is assessed ended with the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis and measured by the level of any item, other than Taxes described in clause (i) above, will be deemed to be the amount of such Taxes for the entire period (or, in the cas...

Seller’s Indemnity. Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.

Seller’s Indemnity. Seller shall (i) defend or settle, at its option and expense, any claim against Buyer alleging that any product furnished hereunder, in the form in which it is furnished by Seller, infringes any United States patent copyright or trademarks; (ii) reimburse Buyer for any costs incurred at Seller's written request; and (iii) pay all damages and costs assessed by final judgment against Buyer and attributable to such claim. Seller shall have the right, at any time and at its option and expense to: (i) procure for Buyer the right to continue using such product; (ii) replace or modify any such product provided or to be provided to be free of the infringement claim and, or discontinue further deliveries of the product; or (iii) require return of such product and refund the purchase price paid less a reasonable allowance for use, damage and obsolescence. Seller's obligations hereunder are conditioned upon: (i) Buyer giving Seller prompt written notice of any such claim; (ii) Seller having complete control of the defense and settlement thereof; and (iii) Buyer cooperating fully with Seller to facilitate the defense or settlement of such claim.

Seller’s Indemnity. Subject to the terms of this Section, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses ("Damages") asserted against or incurred by Buyer by reason of or resulting from a breach by Seller of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.