Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and otherwise in this Article XIII, Seller shall be responsible for, shall pay on a current basis, and hereby defends, indemnifies, holds harmless and forever releases Buyer and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all Liabilities, arising from, based upon, related to or associated with:
Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and otherwise in this Article XIII, Seller is responsible for, shall pay on a current basis, and hereby defends, indemnifies and holds harmless Buyer and its Affiliates, and all of its and their respective equity holders, partners and members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all Liabilities (other than Coll Litigation Liabilities), arising from, based upon, related to or associated with:
Indemnities of Seller. Without limiting any other rights which the Company may have hereunder or under applicable law, Seller hereby agrees to indemnify the Company and each of its permitted assigns, officers, directors, employees and agents (each of the foregoing Persons being individually called a "SALE INDEMNIFIED PARTY"), on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively called "SALE INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of arising out of or relating to this Agreement, the Receivables or the Related Rights, EXCLUDING, HOWEVER, (i) Sale Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Sale Indemnified Party, (ii) recourse for Sale Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (iii) Sale Indemnified Amounts that represent taxes based upon, or measured by, net income, or changes in the rate of tax or as determined by reference to the overall net income, of such Sale Indemnified Party, or (iv) Sale Indemnified Amounts that represent franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes. Without limiting the foregoing, the Seller shall indemnify each Sale Indemnified Party for Sale Indemnified Amounts arising out of or related to the following:
Indemnities of Seller. Seller agrees that it will protect, indemnify, defend and hold Buyer harmless from and against all Claims based upon or arising out of: (i) any claim for personal injury or property damage occurring on or about the Property prior to the Closing Date (except those resulting from Buyer's access to the Property prior to the Closing Date); and (ii) any liability or obligation which Buyer is not obligated to assume under this Agreement. Notwithstanding the foregoing sentence, Seller shall not be obligated to protect, defend indemnify or hold Buyer harmless from any Claims related to construction defects, soil subsidence or other similar claims related to the Land, the Lots or the Improvements or any other improvements of any kind made thereto or constructed thereon. 6.7
Indemnities of Seller. If the Closing occurs, regardless of any investigation made at any time by or on behalf of any Party or any information any Party may have, and regardless of the presence or absence of insurance, Seller shall indemnify and hold harmless Buyer and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay Buyer or its Indemnity Group any sum that Buyer or its Indemnity Group pays or becomes obligated to pay, on account of: (a) any breach or default in the performance by Seller or the Company of any covenant or agreement of Seller and/or the Company contained in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an inaccurate or erroneous representation made by Seller and/or the Company in this Agreement (provided, however, that for purposes of this Section 11.4, all qualifications relating to Knowledge, materiality, or the requirement of a Material Adverse Effect contained in such representations and warranties shall be disregarded, except for the requirement of a Material Adverse Effect contained in Section 3.2(j)), and (c) all Retained Liabilities; provided, however, the indemnity of Seller provided in this Section 11.4 shall not include Claims and Liabilities arising out of (X) Section 3.3(b), the sole and exclusive remedies for which are set forth therein, (Y) Section 3.3(f), the sole and exclusive remedy for which is set forth in Section 5.4, and (Z) Section 3.3(j) and Section 3.3(k) (insofar only as the latter representation and warranty relates to environmental matters), the sole and exclusive remedy for which remedy for which is set forth in Section 5.3.
Indemnities of Seller. Seller agrees that it will protect, indemnify, defend and hold Buyer harmless from and against all Claims based upon or arising out of: (i) any claim for personal injury or property damage occurring on or about the Property prior to the Closing Date (except those resulting from Buyer's access to the Property prior to the Closing Date); (ii) any liability or obligation which Buyer is not obligated to assume under this Agreement; and (iii) any loss or liability pertaining to, or resulting from, the drainage system installed on the Tooby property, which is adjacent to the eastern edge of the Land, including, without limitation, any stoppage of construction on or sales of the Lots caused by such drainage system or by any action or inaction by any Governmental Agency with respect to such drainage system. Notwithstanding the foregoing sentence, Seller shall not be obligated to protect, defend indemnify or hold Buyer harmless from any Claims related to construction defects, soil subsidence or other similar claims related to the Land, the Lots or the Improvements or any other improvements of any kind made thereto or constructed thereon.
Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 10.3, Seller hereby agrees to Indemnify the Buyer Indemnified Parties from and against any and all Losses to the extent arising out of or resulting from:
Indemnities of Seller. Regardless of any investigation made at any time by or on behalf of any Party or any information any Party may have, and regardless of the presence or absence of insurance, Seller shall indemnify and hold harmless Buyer and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay Buyer or its Indemnity Group any sum that Buyer or its Indemnity Group pays or becomes obligated to pay, on account of: (a) any breach or default in the performance by Seller of any covenant or agreement of Seller contained in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an inaccurate or erroneous representation made by Seller in this Agreement (provided, however, that for purposes of this Section 9.4, all qualifications relating to materiality contained in such representations and warranties, except for Section 3.1(s), shall be disregarded); and (c) all Retained Liabilities.
Indemnities of Seller. Seller shall, to the fullest extent permitted by law, defend, indemnify and save and hold Buyer, and all of its affiliates, successors and assigns and their respective members, directors, officers, employees, agents, shareholders and representatives (collectively, the "Buyer Indemnified Parties") harmless from and against all damages, expenses, liabilities, losses, expenses (including attorneys' fees) and costs arising out of or resulting from any inaccuracy in or breach of any representation or warranty made by the Seller. The Buyer Indemnified Parties shall give to Seller prompt notice in writing of any claims to which this Section applies and afford Seller the reasonable opportunity to pay, settle, or contest such claim at its expense.
Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and Section
