PURCHASER'S INDEMNIFICATION definition

PURCHASER'S INDEMNIFICATION. Purchaser shall indemnify, defend and hold harmless Seller from and against: (i) Corrective Action costs resulting from the ownership or operation of the 76 Assets by Purchaser after the Closing which are not included in Baseline Corrective Action Cost; (ii) Purchaser's share of Baseline Corrective Action Costs as provided in Section 4(a); (iii) Compliance Action Costs resulting from the ownership or operation of the 76 Assets by Purchaser as provided in Section 4(c); (iv) migration of a Hazardous Substance after the Closing which would not have occurred but for Baseline Corrective Action conducted by Purchaser in a manner which constitutes gross negligence or willful misconduct; (v) all Baseline Corrective Action Costs incurred more than twenty-five (25) years after the Closing, except as provided in Section 4(a); (vi) subject to Section 10, any damage resulting from any inaccuracy in any representation or warranty of Purchaser in this Agreement; and (vii) any other obligations for which Purchaser has assumed responsibility pursuant to this Agreement.
Sample 1

Examples of PURCHASER'S INDEMNIFICATION in a sentence

  • THE PROVISIONS OF THIS SECTION 11.1 SHALL NOT LIMIT IN ANY MANNER PURCHASER'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6.3 AND SECTION 13.1 AND SECTION 16.14 OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE SUCH TERMINATION.

  • PURCHASER'S INDEMNIFICATION OF SELLER SHALL EXTEND TO AND INCLUDE, WITHOUT LIMITATION, CLAIMS, CAUSES OF ACTION OR DEMANDS BASED ON (i) THE NEGLIGENCE OF PURCHASER, SELLER, OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, CONCURRENT, OR SOLE, OR (ii) STRICT LIABILITY.

  • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 12, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER'S INDEMNIFICATION OBLIGATIONS IN THE ACCESS AGREEMENT.

Related to PURCHASER'S INDEMNIFICATION

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Agreements has the meaning set forth in Section 2.5.