Buyer Indemnities. To the fullest extent permitted by Applicable Law and subject to Section 14(d) and Section 16, Buyer will defend, indemnify and hold harmless Seller, its Affiliates, and their respective present, former, and future directors, officers, other employees, agents, each of their successors, and assigns, and the heirs, executors, administrators of each of the foregoing that are natural persons (together, the “Seller Indemnified Persons”), against all damages, losses, costs, expenses (including attorneys’ fees, costs and expenses) and other liabilities arising out of or in connection with all Buyer Claims. “Buyer Claims” means all claims, demands, suits, and causes of action by third parties (other than Seller and its Affiliates) arising out of or in connection with this Agreement (including claims of negligence by the Personnel of Buyer or its Affiliates) that result, or are claimed to result, from (i) the use of any Seller Xxxx by Buyer, its Affiliates, or its Franchisees that is not accordance with the terms of this Agreement or the violation by Buyer, its Affiliates, or any of their Personnel of any intellectual property right of another, (ii) Buyer’s display, sale, assembly, installation, service, or repair, or installation of any Product (excluding claims, demands, suits, and causes of action arising out of or in connection with services to be performed by Seller for Buyer in accordance with the terms and conditions of the Services Agreement and all other services that are performed for Buyer by Seller or its Affiliates), (iii) the failure by Buyer or its Affiliates to perform their obligations in this Agreement in accordance with their terms, or (iv) any other act or omission of Buyer or its Affiliates. “Claims” means the Seller Claims and the Buyer Claims together.
Buyer Indemnities. Buyer shall release, defend, and indemnify Seller’s Group from and against any and all Claims, REGARDLESS OF FAULT, for any (1) damage or casualty to the property of any member of Buyer Group; and (2) injury to or illness or death of any member of Buyer Group.
Buyer Indemnities. Subject to the provisions of this Section 7, from and after the Closing, the Buyer shall indemnify, defend and hold harmless each Seller Indemnified Party from and against any Losses such Seller Indemnified Party shall suffer resulting from (A) the breach of any representation or warranty made by the Buyer in this Agreement or in any Ancillary Certificate, (B) the breach of any covenant or agreement with respect to obligations to be performed by the Buyer set forth in this Agreement, and (C) the operation of the Business after the Closing Date, (D) any Taxes in respect of the Business being purchased hereunder or the Purchased Assets with respect to any period after the Closing and (E) any Assumed Liabilities.
Buyer Indemnities. Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, and agents against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys fees, that Seller, or its officers, directors, or agents shall incur or suffer, which arise, result from or relate to any breach of, or failure by Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Buyer under this Agreement. Notwithstanding any other provision of this Agreement, Buyer shall not be liable to Seller, or its officers, directors, or agents on any warranty, representation or covenant made by Buyer in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $10,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $10,000 each reaches $10,000, Buyer shall thereafter be liable in full for all such breaches and indemnities, and regarding all those claims, losses, expenses, obligations, and liabilities.
Buyer Indemnities. The Buyer shall indemnify the Company from any liability that may arise for any breach by, or on behalf of the Buyer, to obtain every necessary authorisation.
Buyer Indemnities. Subject to the provisions of this Section 7, from and after the Closing, the Buyer shall indemnify each Seller Indemnified Party from and against any Losses such Seller Indemnified Party shall suffer resulting from (A) the breach of any representation or warranty made by the Buyer in this Agreement or in any Ancillary Certificate, (B) the breach of any covenant or agreement with respect to obligations to be performed by the Buyer set forth in this Agreement, and (C) the breach of any covenant or agreement with respect to obligations to be performed by the Company following the Closing set forth in this Agreement.
Buyer Indemnities. The Buyer shall indemnify the Selling Group and its Affiliates from and against any and all Employment Losses that the Selling Group or its Affiliates may suffer, sustain, incur or pay:
Buyer Indemnities. Subject to the limitations set forth in this ARTICLE VI, Buyer shall indemnify, defend and hold harmless Seller, Seller’s Affiliates and the respective officers, directors and employees of the foregoing, together with the heirs, administrators, executors, trustees, beneficiaries and personal representatives of any of the foregoing who are natural persons (the “Seller Indemnified Parties”), from, against and with respect to any Loss arising out of or attributable to the following, without duplication:
Buyer Indemnities. From and after the Closing Date, Buyer shall cause the Fasteners Subsidiaries to indemnify Sellers and its Affiliates against and hold them harmless from any Tax Liability to the extent attributable to (i) any Taxes imposed on or with respect to the Fasteners Subsidiaries (or for which any Fasteners Subsidiary is otherwise liable) for any Post-Closing Tax Period, (ii) any Taxes resulting from a breach of any Tax-related covenant contained in this Agreement by Buyer or any Affiliate of Buyer (other than the Fasteners Subsidiaries) or, after the applicable Closing, by any Fasteners Subsidiary.
Buyer Indemnities. Buyer shall indemnify, defend and hold harmless Seller and its respective Affiliates (the "SELLER INDEMNIFIED PARTIES") from, against and with respect to any Loss of any kind or character (except as set forth in Section 7.7(g)), arising out of or in any manner incident, relating or attributable to (a) any inaccuracy in any representation or breach of any warranty of Buyer contained in this Agreement, the Ancillary Agreements or in any certificate, instrument of transfer or other document or agreement executed by Buyer in connection with this Agreement or otherwise made or given in connection with this Agreement (together with this Agreement and the Ancillary Agreements, the "BUYER AGREEMENTS"), (b) any failure by Buyer to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by Buyer under any Buyer Agreements, (c) the enforcement of the rights of Seller under this Agreement (if Seller is deemed by the applicable court to be the prevailing party in any such enforcement or if any Losses are paid by Buyer under this Article 7 respecting such enforcement), or (d) any claim, demand or allegation by any third party relating to any of the foregoing.
