2Indemnification. (a) Buyer hereby indemnifies and agrees to defend and hold harmless Seller and any subsidiary or Affiliate of Seller, and any officer, director, stockholder, employee, representative, or agent of any thereof and his, her, or its respective successors and assigns from and against all Losses and Claims based upon, arising out of or resulting from, any breach of any representation or warranty of Buyer that survives the Closing for a period ending one (1) year after Closing as provided in Section 9.1 and any covenant or agreement of Buyer contained in this Agreement. (b) Seller hereby indemnifies and agrees to defend and hold harmless Buyer and any subsidiary or Affiliate of Buyer, and any officer, director, stockholder, employee, representative, or agent of any thereof and his, her, or its respective successors and assigns, from and against all Losses and Claims based upon, arising out of or resulting from, any breach of any representation or warranty of Seller that survives the Closing for a period ending one (1) year after Closing as provided in Section 9.1 and any covenant or agreement of Seller contained in this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Rhove Real Estate 1, LLC), Asset Purchase Agreement (Rhove Real Estate 1, LLC)
2Indemnification. (a) Buyer hereby indemnifies and agrees to defend and hold harmless Seller Holdings, the Company and any subsidiary or Affiliate of SellerHoldings and the Company, and any officer, director, stockholder, employee, representative, representative or agent of any thereof and his, her, or its their respective successors and assigns from and against all Losses and Claims based upon, arising out of or resulting from, any breach of any representation or warranty of Buyer that survives the Closing for a period ending one (1) year after Closing as provided in Section 9.1 and any covenant or agreement of Buyer contained in this Agreement.
(b) Seller Holdings and the Company hereby indemnifies indemnify and agrees agree to defend and hold harmless Buyer and any subsidiary or Affiliate of Buyer, and any officer, director, stockholder, employee, representative, representative or agent of any thereof and his, her, or its their respective successors and assigns, from and against all Losses and Claims based upon, arising out of or resulting from, any breach of any representation or warranty of Seller Holdings or the Company that survives the Closing for a period ending one (1) year after Closing as provided in Section 9.1 and any covenant or agreement of Seller Holdings and the Company contained in this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Rhove Real Estate 1, LLC), Asset Purchase Agreement (Rhove Real Estate 1, LLC)
2Indemnification. (a) Buyer hereby indemnifies and agrees to defend and hold harmless Seller the Company and any subsidiary or Affiliate of Sellerthe Company, and any officer, director, stockholder, employee, representative, representative or agent of any thereof and his, her, or its their respective successors and assigns from and against all Losses and Claims based upon, arising out of or resulting from, any breach of any representation or warranty of Buyer that survives the Closing for a period ending one (1) year after Closing as provided in Section 9.1 and any covenant or agreement of Buyer contained in this Agreement.
(b) Seller The Company hereby indemnifies and agrees to defend and hold harmless Buyer and any subsidiary or Affiliate of Buyer, and any officer, director, stockholder, employee, representative, representative or agent of any thereof and his, her, or its their respective successors and assigns, from and against all Losses and Claims based upon, arising out of or resulting from, any breach of any representation or warranty of Seller the Company that survives the Closing for a period ending one (1) year after Closing as provided in Section 9.1 and any covenant or agreement of Seller the Company contained in this Agreement.
Appears in 1 contract
Samples: Contingent Purchase Agreement (Rhove Real Estate 1, LLC)