Seller Indemnification Clause Examples

Seller Indemnification. (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) Except as otherwise provided in this Article 11, and in Article 7 and Sections 5.2 and 12.8, the Seller will indemnify and reimburse the Buyer for any and all claims, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") incurred by the Buyer and its Affiliates and their successors or assigns, and their respective directors, officers, employees, consultants and agents (the "Buyer Protected Parties"), as a result of, with respect to, or arising out of: (i) except as to Sections 3.1, 3.2 and 3.7, any breach or inaccuracy of any representation or warranty of the Seller set forth in this Agreement; (ii) any breach of, or noncompliance by the Seller with, any covenant or agreement of the Seller contained in this Agreement to be performed after the Closing; (iii) the Excluded Assets; (iv) any liabilities or obligations for which Seller has assumed responsibility under Article 7 hereof; (v) those matters set forth in Section 11.8(i); (vi) any of the Excluded Liabilities; (vii) ownership of the Assets or operation of the Business prior to the Closing Date (except with respect to any Environmental liability for which Seller's indemnifiable shall be limited to the period of Seller's ownership of the Assets or operation of the Business prior to the Closing Date); provided, however, that Seller has no obligation to indemnify Buyer for any Loss arising from, with respect to, or resulting from any matters or information disclosed to Buyer in this Agreement or the Schedules to this Agreement; and (viii) any breach or inaccuracy of any representation or warranty of Seller set forth on Sections 3.1, 3.2 and 3.7. (b) Notwithstanding anything in the foregoing to the contrary, subject to Section 11.3(b) (Time to Assert Claims) and Section 11.4 (Deductible), Seller's obligation for indemnity under Section 11.1(i) and Section 11.1(vii) shall be only for one-half of any Losses up to a maximum liability for Seller of $5,000,000 (which is Seller's maximum obligation pursuant to such Sections in respect of Buyer's Losses in an aggregate amount of $10,000,000); provided however that such limitation shall not apply to Seller's obligation to indemnify Buyer under Sections 5.8, 11.1(iii), 11.1(iv), 11.1(v), 11.1(vi), 11.1(viii), 11.8, 12.8 and Article 7 or in respect of Seller's fraud or willful breaches or misconduct.

Seller Indemnification. Each Seller hereby agrees to jointly and severally indemnify, defend and hold Buyer and its parent, affiliates, subsidiaries, lender(s), successors and assigns and each of their respective owners, members, shareholders, partners, directors, officers, managers, employees and agents (collectively, the “Buyer Indemnitees”) harmless from and against any and all losses, actions, suits, claims, demands, judgments, liabilities, damages, penalties, costs (including without limitation court costs and costs of appeal) and expenses (including without limitation reasonable attorneys’ fees and costs and fees and costs of expert witnesses and consultants) (“Damages”) incident to, resulting from, or in any way arising out of or in connection with: (1) any tort claim or breach of contract claim or other claim for money due and owing in connection with the ownership or operation of any of the Assets and/or Seller’s Retail Business prior to or as of Closing; and/or (2) any breach or default by either Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement or in any other documents executed in connection herewith; and/or (3) Seller’s or any applicable Affiliate of Seller’s ownership, possession, use or occupancy of any of the Assets prior to or as of Closing; and/or (4) any liability of Seller or any Affiliate of Seller not expressly assumed by Buyer; and/or (5) investigating, preparing or defending any litigation or proceeding (commenced or threatened) incident to the enforcement of the Seller’s indemnification obligations hereunder, provided that Buyer Indemnitees shall have prevailed in connection with such enforcement and Seller shall have been determined to be liable to Buyer Indemnitees for other indemnification Damages. The obligations of Seller under this Section 11(a) shall survive Closing for the period of time set forth in Section 7(v).

Seller Indemnification. Seller agrees to defend, indemnify and hold Buyer, its Affiliates and all of their respective parents, Affiliates, subsidiaries, officers, directors, managers, members, employees, agents, assignees and successors (collectively, the “Buyer Indemnified Parties”) harmless at all times from and against and in respect of any and all judgments, losses, liabilities, costs or expenses (including reasonable attorney’s fees) (collectively, “Losses”) which any Buyer Indemnified Party may suffer or incur either directly or in connection with any claims, demands, actions, causes of action, liabilities, suits, proceedings, investigations, inquiries, injunctions or regulatory actions by a Third Party to the extent such Losses arise from or are based upon a breach by Seller of any of its representations, warranties, agreements, covenants or obligations contained in or made pursuant to this Agreement; provided, however, Seller shall not be required to indemnify any Buyer Indemnified Party to the extent such Losses arise from (i) a reckless act of such Buyer Indemnified Party, (ii) the negligence or willful misconduct of Buyer or its Affiliates or any of their respective employees, agents, contractors or consultants, or (iii) a breach of this Agreement by Buyer or its Affiliates.

Seller Indemnification. The Buyer shall indemnify, defend and hold harmless the Seller Indemnified Persons, and each of them, from and against any and all Losses resulting from Seller Indemnification Events.

Seller Indemnification. (a) Subject to the limitations set forth in this Article XI, if the Closing occurs, then from and after the Closing Date Seller shall indemnify and hold Buyer Parties and Buyer Parties’ Affiliates (including the Companies) and their respective officers, directors, partners, members, employees and agents thereof harmless from and against any and all Losses arising out of, based upon, attributable to or resulting from: (i) any breach of any representation or warranty of Seller contained in Article IV or any inaccuracy in the certificate delivered to Buyer Parties pursuant to Section 8.3, (ii) any breach of any agreement or covenant on the part of Seller contained in this Agreement, (iii) any act, event or omission occurring prior to the Closing Date (and not otherwise constituting an Assumed Liability) in the conduct by Seller or any of the Companies of the Business, including, without limitation, legal, labor, environmental, contractual, regulatory, tax, title and ownership issues, (iv) the Retained Liabilities, (v) any Legal Proceedings identified on Schedule 4.7, (vi) any amounts for which the Buyer Parties are indemnified by the Seller pursuant to Section 6.3(b)(vi)(A) or (B), and (vii) any amounts the Seller is obligated to pay pursuant to Section 6.3(g)(ii). (b) The foregoing shall not apply to any breach of Seller’s representations and warranties set forth in Section 4.10, or to any breach of any covenants set forth in Article VII, it being agreed and understood that the Buyer’s sole and exclusive remedies for any matters relating to Taxes shall be as provided in Articles VII.

Seller Indemnification. The Seller hereby undertakes, in favor of the Purchaser, the Owners and the Funding Agents, the Purchaser’s indemnification obligations as set forth in Article VIII of the Receivables Purchase and Administration Agreement, mutatis mutandis, and agrees that any obligee in respect of such obligations may obtain satisfaction of such obligations directly from the Seller without first resorting to the Purchaser, in each case as the Seller had itself directly entered into such obligation in favor of such obligee.

Seller Indemnification. Subject to the limitations set forth in Section 12.4 hereof, Seller hereby agrees to defend, indemnify and hold Buyer and each of its Affiliates, and the officers, managers, directors, employees and agents thereof, harmless from and against any and all claims, judgments, causes of action, liabilities, obligations, guarantees, damages, losses, deficiencies, costs, penalties, interest and expenses, including without limitation, cost of investigation and defense, and reasonable attorneys’ fees and expenses, net of any collected insurance proceeds (collectively, “Losses”), arising out of, based upon, attributable to or resulting from (a) any breach of any representation, warranty, agreement or covenant on the part of Seller or the Company contained in or pursuant to this Agreement, (b) the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, or any Company Transaction Costs incurred as of immediately prior to the Closing Date (except to the extent already taken into account in the determination of the Final Purchase Price and, in each instance, without duplication) and (c) any Taxes allocated to Seller pursuant to Section 13.1 (except to the extent already taken into account in the determination of the Final Purchase Price). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAW.

Seller Indemnification. Seller agrees to indemnify and hold Buyer harmless from any and all claims, damages and liabilities arising from Seller's breach of its representations and/or covenants set forth herein.