Buyer's Indemnification Covenants. Buyer shall defend, indemnify, save and keep harmless Seller and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
Buyer's Indemnification Covenants. Buyer and Xxxxxx'x, jointly and severally, will indemnify Seller and the Shareholders for and hold them harmless from and against any and all liabilities, demands, claims, suits, proceedings, actions or causes of action, assessments, losses, penalties, costs, damages and expenses, including reasonable attorneys' and expert witness fees (collectively, "Damages"), sustained or incurred by Seller or the Shareholders as a result of, arising out of or incidental to:
Buyer's Indemnification Covenants. (a) After the Closing Date, Buyer shall defend indemnify and fully hold the Seller Parties, and each of them, harmless (on an after tax basis) from and against all Losses actually sustained or incurred by the Seller Parties, or any of them, as a result or arising out or by virtue of: (i) the inaccuracy of any representation or warranty made by Buyer to Seller in Article V of this Agreement, (ii) any breach or non-performance by Buyer of any of its covenants of this Agreement to be performed by Buyer prior to the Closing Date or (iii) the failure to pay or discharge in accordance with their terms any liability or obligation of MSWC or any of the Subsidiaries after the Closing Date except for liabilities or obligations required to be disclosed pursuant to this Agreement which have not been so disclosed.
Buyer's Indemnification Covenants. Buyer shall indemnify, save and keep Seller and its successors and assigns harmless against and from all liabilities, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys’ and expert witness fees, sustained or incurred by Seller or its successors or assigns as a result of or arising out of or by virtue of: (i) the inaccuracy of any representation or warranty made by Buyer to Seller in Section 4 of this Agreement; (ii) the breach by Buyer of any of the covenants of this Agreement to be performed by Buyer; (iii) any and all liabilities arising out of the tortious or unlawful acts or omissions of Buyer in regard to any Loan from and after the Closing Date, including but not limited to any “lender liability” or similar claims asserted against Seller to the extent such claims arose out of actions of Buyer, or other events, that occurred after the Closing Date; (iv) any amount owed to attorneys or other persons for services provided to Buyer or its successors in interest with respect to any Loan; (v) after the Closing Date, the Litigation Matters, if any, or any other litigation related to any Loan in which Seller becomes involved; or (vi) any breach of any of Seller’s obligations under any Loan or Loan Document after the Closing Date.
Buyer's Indemnification Covenants. Buyer agrees to indemnify, hold harmless and defend Seller from and against all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys’ fees sustained or incurred by Seller or Shareholders to the extent resulting from or arising out of: (a) any breach of a representation or warranty in this Agreement (or any of the Exhibits hereto) made by Buyer; (b) the failure of Buyer to comply with, or the breach by Buyer of, any of the covenants in this Agreement (or any of the Exhibits hereto) to be performed by Buyer; (c) Buyer’s failure to honor, discharge, payor fulfill when due any Assumed Liabilities; and (d) any claim arising out of the conduct of the Business on or after the Closing Date (“Seller Loss”). Notwithstanding the foregoing, Buyer shall have no liability to Seller for any Seller Loss until the aggregate or with Seller Losses exceeds $60,000 but once that threshold is reached, shall be liable for all Seller Losses.
Buyer's Indemnification Covenants. Buyer shall indemnify, save and keep Seller harmless against and from all Losses sustained or incurred by Seller to the extent such Losses arise out of or by virtue of any inaccuracy in a representation or warranty made by Buyer to Seller or any failure to carry out any covenant or agreement made by Buyer with Seller herein.
Buyer's Indemnification Covenants. Buyer and Roundy's, jointly and severally, will indemnify Seller for and hxxx xx xarmless from and against any and all liabilities, demands, claims, suits, proceedings, actions or causes of action, assessments, losses, penalties, costs, damages and expenses, including reasonable attorneys' and expert witness fees (collectively, "Damages"), sustained or incurred by Seller as a result of, arising out of or incidental to:
Buyer's Indemnification Covenants. Buyer shall indemnify, defend, save and keep Seller, its Affiliates, their officers, directors, employees and agents, and their successors and assigns, harmless against and from all liability, demands, claims, actions or causes of action, assessments, penalties, costs, expenses, including reasonable attorneys' fees, sustained or incurred by Seller, its Affiliates, their officers, directors, employees or agents, or their successors and assigns: 1. as a result of or arising out of or by virtue of any incorrect representation or breach of warranty made by Buyer to Seller herein or in any closing document delivered to Seller in connection herewith, provided, however, that Buyer, in the absence of fraud or misrepresentation by or on behalf of Buyer, shall have no obligation to indemnify Seller under this Section XII(B)(1) for any claim asserted by Seller which arises after twenty-four (24) months after the Closing Date; 2. as a result of or arising out of or by virtue of the failure of Buyer to comply with, or the breach by Buyer of, any of the covenants of this Agreement to be performed by Buyer, provided, however that Buyer, in the absence of fraud or misrepresentation by or on behalf of Buyer, shall have no obligation to indemnify Seller under this Section XII(B)(2) for any claim asserted by Seller which arises after twenty-four (24) months after the Closing Date; and 3. as a result of or arising out of or by virtue of (i) any product liability claims made against Seller or Seller's Business resulting solely from any Products that are shipped from the Facilities at any time after the Closing or (ii) Buyer's failure to honor, discharge, pay or fulfill any liabilities or obligations assumed by Buyer in this Agreement. C.
Buyer's Indemnification Covenants. Buyer and the Company agree to indemnify, hold harmless and defend the Stockholder from and against all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys’ fees sustained or incurred by the Stockholder to the extent resulting from or arising out of: (a) any breach of a representation or warranty in this Agreement (or any of the Exhibits or Ancillary Agreements) made by Buyer; (b) the failure of Buyer to comply with, or the breach by Buyer of, any of the covenants in this Agreement (or any of the Exhibits or Ancillary Agreements) to be performed by Buyer; (c) except as otherwise provided in Section 7.1(d), any claim that the Stockholder is liable for a commission to a broker, finder or similar person in connection with the transactions contemplated herein by reason of acts of Buyer; and (d) claims, liabilities or obligations of any kind or nature, whether known or unknown, asserted against the Stockholder on or after the Closing Date, arising out of (i) any occurrence or event happening on or after the Closing Date, including without limitation, claims for product liability, warranty, criminal misconduct, in tort or contract, at law or in equity, except to the extent caused by the negligence, gross negligence or willful misconduct of the Stockholder; and (ii) Taxes payable by Buyer arising out of the transactions contemplated by this Agreement (“Stockholder Loss”). Notwithstanding the foregoing, Buyer shall have no liability to the Stockholder for any Stockholder Loss until the aggregate of all Stockholder Losses exceeds $75,000 and then only to the extent of such excess; provided, however, that the limitations set forth in this paragraph shall not apply to Stockholder Losses arising in respect of claims for knowing and willful misrepresentations and breach of warranties relating to Section 4.1 hereof (relating to organization), Section 4.2 hereof (relating to authority), Section 4.5 hereof (relating to brokers), Section 4.10 hereof (relating to undisclosed liabilities), Section 4.12 hereof (relating to tax matters), and Section 4.6 hereof (relating to capitalization) and payment of taxes required by Article VIII hereof, which may be asserted without limitation.
Buyer's Indemnification Covenants. Buyer shall indemnify, defend, and save and keep Seller, its affiliates, their officers, directors, employees and agents, and their successors and assigns, harmless against and from all liability, demands, claims, actions or causes of action, assessments, penalties, costs, or expenses, including reasonable attorneys' fees, sustained or incurred by Seller, its affiliates, their officers, directors, employees or agents, or their successors or assigns:
