Useful tips

What does it mean to indemnify and hold someone harmless?

What does it mean to indemnify and hold someone harmless?

For example, the term “indemnify” is used when a business hopes to protect itself against claims from a customer’s error, while a hold harmless clause prevents a business from taking any responsibility for a customer’s mistake.

Why would a buyer indemnify a seller?

Sellers will usually look for buyers to indemnify them from losses arising from any breach of the representations, warranties, covenants or agreements made by the buyer at the time of the transaction. The seller would then potentially act on the buyer indemnity provided to protect him/herself from the resulting loss.

Will indemnify defend and hold harmless?

A contractual indemnification provision often begins with a statement that a party shall “indemnify, defend and hold harmless” one or more other parties from and against losses, damages, etc. arising from or relating to certain acts, omissions or occurrences.

What does indemnify the seller mean?

A seller indemnity is a clause included in a purchase and sale agreement (PSA), which relates to the reps and warranties provided by the seller. It basically releases the seller from any liability that may arise due to the seller’s failure to provide true and accurate reps and warranties.

What are the steps in resolving a dispute between a buyer and a seller?


  1. Negotiation—Direct bargaining between disputing parties with the parties attempting to resolve the dispute without the involvement of a neutral third party.
  2. Mediation—In mediation, a neutral third party assists the disputants in negotiating a mutually acceptable settlement.

When does indemnify and hold harmless apply in a purchase agreement?

If a seller and a buyer in a purchase agreement both agree to “indemnify and hold harmless” the other party, does the hold harmless language given by one party (i.e., I won’t seek to hold you liable for damages I suffer) nullify the indemnity given by the other party?

What does buyer agree to in buyer’s indemnity clause?

Buyer agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 7. Buyer’s Indemnity.

What are the indemnification clauses in real estate contracts?

Seller shall also indemnify Buyer and save Buyer harmless from any and all losses, liabilities, damages, and injuries incurred or suffered by Buyer, including attorney’s fees, which may arise from any of the foregoing, or from Seller’s failure to perform hereunder.

Who is liable in an intermediate hold harmless agreement?

That is, you will still be liable for your own negligence in an intermediate hold harmless agreement. Even if the other party contributed to the problem or damages, you likely would still be held harmless; you are only responsible for your actions alone.

Share this post