Purchaser’s Indemnity Sample Clauses

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will indemnify and hold harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to s...

Purchaser’s Indemnity. Purchaser shall indemnify and hold harmless Seller against and in respect of any and all claims, damages, losses, costs, expenses (including reasonable legal, accounting and experts' fees and other fees and expenses incurred in the investigation or defense of any of the following, and any interest and penalties), obligations and liabilities which Seller may incur as a result of, arising in connection with or relating to which it may incur by reason of a material breach of any of the representations or warranties of Purchaser set forth in this Agreement.

Purchaser’s Indemnity. Purchaser agrees that it will indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which the Seller Indemnitees may become subject to or which are incurred in connection with, arise out of, result from, or are attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchaser, (iii) any and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the Assets.

Purchaser’s Indemnity. Purchaser agrees to indemnify and hold Seller --------------------- harmless of and from all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees) which the Seller may suffer or incur by reason of any liability, debt, act or cause of action occurring and accruing on or subsequent to the Closing Date and arising from the ownership or operation of the Hotel by Purchaser subsequent to the Closing Date, including but not limited to any claims by employees of Purchaser or third parties covered by insurance carried by Purchaser.

Purchaser’s Indemnity. Purchaser hereby agrees to indemnify Seller and its affiliates and principals, and the managers, members, stockholders, directors, officers, agents and employees of each of them (the “Seller Indemnified Parties”) for claims brought against the Seller Indemnified Parties only to the extent that they are found to result from the sole negligence of Purchaser, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents of the Purchaser. This indemnification shall not be construed as a waiver of Purchaser’s sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewith.

Purchaser’s Indemnity. Subject to the terms and conditions of this Article VI, Purchaser hereby agrees to indemnify, defend and hold Seller and its officers, directors, agents, attorneys and affiliates harmless from and against all Damages asserted against or incurred by Seller by reason of or resulting from a breach by Purchaser of any representation, warranty or covenant contained herein or in any agreement executed pursuant hereto, or the failure to perform any other condition imposed on Purchaser hereunder.

Purchaser’s Indemnity. (a) ARP Purchaser shall release and indemnify, defend and hold Seller and its Representatives harmless from and against any and all Claims caused by, resulting from or incidental to the Assumed Obligations (including the Environmental Obligations and the Plugging and Abandonment Obligations) related to the ARP Assets, and any Claims caused by, resulting from or attributable to (a) any inaccuracy of any representation or warranty with respect to ARP Purchaser set forth in this Agreement, or (b) any breach of, or failure of ARP Purchaser to perform or satisfy any of the covenants and obligations of Purchaser hereunder. (b) AGP Purchaser shall release and indemnify, defend and hold Seller and its Representatives harmless from and against any and all Claims caused by, resulting from or incidental to the Assumed Obligations (including the Environmental Obligations and the Plugging and Abandonment Obligations) related to the AGP Assets, and any Claims caused by, resulting from or attributable to (a) any inaccuracy of any representation or warranty with respect to AGP Purchaser set forth in this Agreement, or (b) any breach of, or failure of AGP Purchaser to perform or satisfy any of the covenants and obligations of Purchaser hereunder.

Purchaser’s Indemnity. Purchaser shall indemnify and hold harmless Seller and its officers, directors, employees and agents from all Losses resulting from third party claims (excluding Seller, Subcontractors or anyone directly controlled, directed, employed or supervised by any of them) alleging or resulting from the death or injury to any person or damage or destruction to any property, to the extent: (i) caused by negligence, willful misconduct, or reckless, intentional or otherwise tortious act or omission, including strict liability, of Purchaser, EPC Contractor or anyone directly controlled, directed, employed, or supervised by Purchaser or EPC Contractor (other than Seller or Subcontractors), (ii) arising, with respect to employees of Purchaser or EPC Contractor or anyone directly controlled, directed, employed or supervised by Purchaser or EPC Contractor (other than Seller or its Subcontractors) under any workers’ compensation, disability or similar benefits act; (iii) during the implementation of the Work or any curative action during the Warranty Period, under any scaffolding or structural work law or laws relating to the protection of land adjacent to that of Purchaser, caused by any act or omission which is negligent, reckless, intentional, or otherwise is not Seller’s strict liability; or (iv) caused by the violation or alleged violation of any governmental requirements (including any fines or penalties, except to the extent made greater by conduct of Seller or Subcontractors) by Purchaser or EPC Contractor or anyone directly or indirectly employed or supervised by Purchaser or EPC Contractor. In any and all claims against Purchaser hereunder, the indemnification obligation stated above shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Purchaser or for anyone directly or indirectly employed or supervised by Purchaser under the applicable workers’ compensation act, disability acts, or other employee benefits act.

Purchaser’s Indemnity. Purchaser, at its own expense, shall defend, indemnify and hold harmless Contractor and its Affiliates, and their respective directors, officers, employees, shareholders and agents, from and against any Losses based on, arising from or in connection with any third party claims for injury to persons or property damage but only if such Losses were caused by, or resulted from, a negligent act or omission or willful misconduct of Purchaser or its employees or representatives.