Common use of Seller’s Indemnity Clause in Contracts

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. Seller agrees to indemnify, indemnify and hold Purchaser harmless Buyer in respect to from any and all claimsloss, lossesliability, damagesdamage, liabilities, and expenses, cost or expense (including without limitation, settlement costsreasonable attorneys’ fees) arising by reason of any claim to any broker's, and any legal, accounting, and any finder's or other expenses for investigating or defending any actions or a threatened action) reasonably incurred by Buyer fee in connection with this transaction and engaged by Seller or any liabilities other claim or claims made cause of action which accrues against Buyer because of any act Seller or failure to act of Seller, rising the Property prior to thethe Closing Date, unless occasioned by any item under paragraph 9.1 above.

Seller’s Indemnity. (a) Seller agrees to indemnify, shall indemnify and hold Buyer harmless from and against and shall defend promptly Buyer in respect to from and reimburse Buyer for any and all claims, losses, damages, costs, expenses, liabilities, obligations, and expensesclaims of any kind (including, (including without limitation, settlement costsreasonable attorneys' fees and other costs and expenses) (collectively, and "Damages") which Buyer may at any legaltime suffer or incur, accountingor become subject to, and any other expenses for investigating as a result of 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 thewith:

Seller’s Indemnity. Seller agrees agrees, to indemnify, defend and hold Buyer, Buyer’s affiliates and their officers, directors, agents and representatives, and Buyer’s predecessors in interest and their affiliates and representatives, harmless Buyer in respect to from and against any and all claimsClaims for or with respect to all liabilities and obligations or alleged or threatened liabilities and obligations caused by, lossesrelated to, damagesattributable to, liabilities, and expenses, (including without limitation, settlement costs, and any legal, accounting, and any other expenses for investigating or defending any actions arising out of 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 theresulting from: .

Seller’s Indemnity. Seller agrees to indemnify, defend and hold Buyer harmless Buyer in respect to from and against any and all claimsClaims for or with respect to all liabilities and obligations or alleged or threatened liabilities and obligations caused by, lossesrelated to, damagesattributable to, 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 arising out of any act or failure to act of Seller, rising prior to thethe Retained Obligations.

Seller’s Indemnity. Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to indemnifypromptly defend Buyer from and reimburse Buyer for, and hold harmless Buyer in respect to any and all claims, losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorneys' fees and other reasonable legal costs 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 those incurred by Buyer in connection with any liabilities suit, action or claims made against other proceeding) which Buyer because may at any time suffer or incur, or become subject to, as a result of any act or failure to act of Seller, rising prior to thein connection with:

Seller’s Indemnity. Seller The Seller, for himself and his successors and assigns, agrees to indemnify, defend and hold the Buyer harmless Buyer against and in respect to of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, liabilitiesrecoveries and deficiencies, including interest, penalties and expensesreasonable attorneys' fees, (including without limitationthat the Buyer shall incur or suffer, settlement costswhich arise, and result from or relate to any legalbreach of, 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 by the Seller to act perform any of Sellerhis representations, rising prior to thewarranties, covenants or agreements in this Agreement.

Seller’s Indemnity. Seller agrees to indemnify, shall indemnify and hold harmless Buyer in respect to from and against any and all claims, losses, damagescosts, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and expensesjudgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ and witness fees incurred (including without limitation“Buyer’s Damages”), settlement costs, and any legal, accounting, and any other expenses for investigating or defending any actions or a threatened action) reasonably incurred which arise out of the breach by Buyer in connection with any liabilities or claims made against Buyer because Seller of any act representation or failure warranty made by Seller pursuant to act this Agreement, or the conduct and operations of Seller, rising prior the business of Seller subsequent to thethe Closing.

Seller’s Indemnity. Seller agrees to indemnify, defend and hold Purchaser and its Affiliates, and each of its and their officers, directors, and employees (together with Purchaser, “Purchaser Indemnitees”) harmless Buyer in respect to from and against any and all claims, lossesliabilities, damages, liabilitiesobligations, claims and expenses, (including including, without limitation, settlement costs, reasonable costs of investigation and any legal, accounting, reasonable defense and any other expenses for investigating attorneys’ fees (collectively “Losses”) that a Purchaser Indemnitee sustains or defending any actions or becomes subject to as 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 theresult of

Seller’s Indemnity. Seller hereby agrees to indemnify, defend and hold harmless Buyer in respect to any from and against all losses, judgments, liabilities, claims, losses, damages, liabilities, and expenses, or expenses (including without limitationreasonable attorneys' fees) of every kind, settlement costsnature and description, and any legalwhether known or unknown, accountingabsolute or contingent, and any other expenses for investigating joint or defending any actions several ("Loss"), arising out of 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 therelating to:

Seller’s Indemnity. Seller agrees to shall indemnify, defend and hold Buyer harmless Buyer in respect at any time and from time to time against any and all claims, of Buyer's losses, damages, liabilities, costs, claims, actions, damages and expenses, (including including, without limitation, settlement costsreasonable attorneys' fees and disbursements (collectively "Damages"), and any legalresulting from, accountingarising out of, 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 therespect to:

Seller’s Indemnity. Seller agrees to indemnify, protect and defend Purchaser against and hold Purchaser harmless Buyer in respect to from any and all claims, demands, liabilities, losses, damages, liabilitiescosts and expenses including, and expenses, (including without limitation, settlement costs, all reasonable attorneys’ fees and any legal, accounting, all fees and any other expenses for investigating or defending any actions or a threatened action) reasonably incurred by Buyer Purchaser or its affiliates in connection with any liabilities this Agreement (including, without limitation, due diligence costs and expenses), asserted against, incurred or claims made against Buyer because of any act or failure to act of Seller, rising prior to thesuffered by Purchaser resulting from

Seller’s Indemnity. Except as otherwise specifically provided herein, Seller agrees to indemnify, defend and hold Buyer harmless Buyer in respect to from and against any and all claimsClaims with respect to all liabilities and obligations or alleged or threatened liabilities and obligations caused by, lossesrelated to, damagesattributable to, liabilitiesor arising out of the Retained Obligations, and expensesspecifically including, (including without limitationbut not limited to, settlement costs, and any legal, accounting, and any other expenses for investigating Environmental Obligations 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 Liabilities arising from events that occurred prior to thethe Effective Time.

Seller’s Indemnity. Seller agrees to indemnify, shall indemnify and hold harmless Buyer in respect to from and against any and all claims, losses, damagescosts, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and expensesjudgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ and witness fees incurred (including without limitation“Buyer’s Damages”), settlement costs, and any legal, accounting, and any other expenses for investigating or defending any actions or a threatened action) reasonably incurred which arise out of the breach by Buyer in connection with any liabilities or claims made against Buyer because Seller of any act representation or failure warranty made by Seller pursuant to act of Seller, rising prior to thethis Agreement.

Seller’s Indemnity. Seller agrees to indemnify, shall indemnify and hold Purchaser harmless Buyer in respect to from any and all claimsclaim, lossesdemand, damagesloss, liabilitiesliability, and expensesdamage, or expense (including without limitationreasonable attorneys' fees) (collectively, settlement costs, and any legal, accounting, and any other expenses for investigating "Purchaser's Recoverable Losses") arising out of or defending any actions or a threatened action) reasonably incurred by Buyer in connection with (i) any liabilities or claims made against Buyer because breach by the Seller of any act representation or failure warranty hereof, and (ii) claims of third parties with respect to act the ownership and/or operation of Sellerthe Companies before the Closing Date (collectively, rising prior to thethe "Seller Purchase Agreement Breach").

Seller’s Indemnity. Seller agrees to indemnify, defend and hold Buyer harmless Buyer in respect to of and from any and all liabilities, claims, lossesdemands and expenses of any kind or nature arising or accruing prior to the date of Closing or from facts or circumstances existing prior to the date of Closing and which are in any way related to the ownership, damages, liabilitiesmaintenance or operation of the Property, and expensesall expenses related thereto, (including without limitationincluding, settlement costsbut not limited to, court 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 theattorneys' fees.

Seller’s Indemnity. Seller agrees to indemnify, will indemnify and hold Buyer harmless Buyer in respect to from any and all claimsliability, lossescost or expense, damagesincluding attorneys’ fees, 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 or assessed against Buyer arising before the date of closing on account of injuries death or property loss or damage resulting from Seller’s acts or omissions in connection with any liabilities Seller’s use, operation or claims made against Buyer because maintenance of any act or failure to act of Seller, rising prior to thethe premises.

Seller’s Indemnity. Seller agrees to indemnify, protect, defend and hold Buyer and its officers, directors, partners, agents, employees, affiliates, heirs, and successors and assigns harmless Buyer in respect to from and against any and all liabilities, liens, claims, losses, damages, liabilitiescosts, 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 thesuits or

Seller’s Indemnity. Seller agrees to shall indemnify, defend, and hold harmless Buyer in respect to from and against any and all claims, lossesloss, damages, liabilities, and expensesfines, (including without limitationpenalties, settlement costscost, and any legalexpense, accounting, including court costs and any other expenses for investigating reasonable attorneys’ fees incurred or defending any actions or a threatened action) reasonably incurred suffered 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 theBuyer:

Seller’s Indemnity. Seller agrees to shall indemnify, defend, and hold harmless Buyer in respect to against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, liabilitiesrecoveries, and expensesdeficiencies, (including without limitationincluding, settlement costsinterest, penalties, and reasonable attorneys' fees, that Buyer shall incur or suffer, that arise, result from, or relate to any legalbreach of, 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 by Seller to act perform, any of Sellerits representations, rising prior to thewarranties, covenants, or agreements in this Agreement.

Seller’s Indemnity. The Seller agrees to indemnify, indemnify and hold the Purchaser harmless Buyer in respect to of and from any and all liabilities, claims, losses, damages, liabilities, demands and expenses, of any kind or nature (including except those items which by this Contract specifically become the obligation of the Purchaser) arising or accruing prior to the date of Closing and which are in any way related to Seller's ownership, maintenance or operation of the Property, and all expenses related thereto, including, without limitation, settlement costs, court 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 theattorneys' fees.

Seller’s Indemnity. Seller agrees to indemnify, defend and hold Buyer harmless Buyer in respect to from and against any and all claimsClaims with respect to all liabilities and obligations or alleged or threatened liabilities and obligations caused by, lossesrelated to, damagesattributable to, liabilities, and expenses, (including without limitation, settlement costs, and any legal, accounting, and any other expenses for investigating or defending any actions arising out of the Retained Obligations 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 theotherwise under this Agreement.

Seller’s Indemnity. Seller agrees to shall indemnify, defend and hold harmless Buyer in respect to from and against any and all claims, lossesloss, damages, liabilities, and expensesfines, (including without limitationpenalties, settlement costscost, and any legalexpense, accounting, including court costs and any other expenses for investigating reasonable attorneys’ fees incurred or defending any actions or a threatened action) reasonably incurred suffered 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 theBuyer: