2Indemnification. (a) Buyer hereby indemnifies and agrees to defend and hold harmless Holdings, the Company and any subsidiary or Affiliate of Holdings and the Company, and any officer, director, stockholder, employee, representative or agent of any thereof and 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) Holdings and the Company hereby indemnify and agree 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 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 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 Holdings and the Company contained in this Agreement.
Appears in 2 contracts
Sources: 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 Holdings, the Company Seller and any subsidiary or Affiliate of Holdings and the CompanySeller, and any officer, director, stockholder, employee, representative representative, or agent of any thereof and their 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) Holdings Seller hereby indemnifies and the Company hereby indemnify and agree 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 their 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 Holdings or the Company 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 Holdings and the Company Seller contained in this Agreement.
Appears in 2 contracts
Sources: 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 Holdings, the Company and any subsidiary or Affiliate of Holdings and the Company, and any officer, director, stockholder, employee, representative or agent of any thereof and 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) Holdings and the The Company hereby indemnify indemnifies and agree 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 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 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 Holdings and the Company contained in this Agreement.
Appears in 1 contract
Sources: Contingent Purchase Agreement (Rhove Real Estate 1, LLC)