Buyer’s Indemnification Obligation. (a) Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Xxxxxxxxx and Borrowers, their respective officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives from and against any Liabilities incurred by any of the foregoing Persons arising out of (i) any inaccuracy or breach of any representation or warranty of Buyer contained in Article V of this Agreement, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, (iii) any of the Assumed Liabilities or (iv) the operation of the Business from and after the Closing.
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Samples: Foreclosure and Asset Purchase Agreement (Corporate Resource Services, Inc.)
Buyer’s Indemnification Obligation. (a) Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Xxxxxxxxx and BorrowersSeller, their respective its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Seller Indemnified Parties”) from and against any Liabilities incurred by any of the foregoing Persons arising out of (ia) any inaccuracy or breach of any representation or warranty of Buyer contained in Article V III of this Agreement, (iib) any breach of any covenant or agreement of Buyer contained in this Agreement, or (iiic) any of the Assumed Liabilities use by Buyer, its Affiliates or (iv) the operation of the Business from and their respective licensees after the Closing, including, without limitation, any claims of infringement relating thereto.
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Samples: Intellectual Property Purchase Agreement (FBEC Worldwide Inc.)
Buyer’s Indemnification Obligation. (a) Buyer agrees that, from and after the Closing, that it shall indemnify, defend and hold harmless Xxxxxxxxx Seller and Borrowers, their respective its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives from and against any Liabilities incurred by any of the foregoing Persons arising out of (i) any inaccuracy or breach of any representation or warranty of Buyer contained in Article V III of this Agreement, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, (iii) any of the Assumed Liabilities or (iv) the operation of the Business from and after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Corporate Resource Services, Inc.)
Buyer’s Indemnification Obligation. (a) The Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Xxxxxxxxx and Borrowersthe Seller, their respective its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives ("Seller Indemnified Parties") from and against any Liabilities incurred by any of the foregoing Persons arising out of (ia) any inaccuracy or breach of any representation or warranty of the Buyer contained in Article V 4 of this Agreement, and (iib) any breach of any covenant or agreement of the Buyer contained in this Agreement, (iii) any of the Assumed Liabilities or (iv) the operation of the Business from and after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement
Buyer’s Indemnification Obligation. (a) Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Xxxxxxxxx each Seller and Borrowers, their respective officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives from and against any Liabilities incurred by any of the foregoing Persons arising out of (ia) any inaccuracy or breach of any representation or warranty of Buyer contained in Article V IV of this Agreement, or (iib) any breach of any covenant or agreement of Buyer contained in this Agreement, (iii) any of the Assumed Liabilities or (iv) the operation of the Business from and after the Closing.
Appears in 1 contract
Samples: Equity Contribution Agreement (Global Pari-Mutuel Services, Inc.)
Buyer’s Indemnification Obligation. (a) The Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Xxxxxxxxx and Borrowersthe Seller, their respective its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Seller Indemnified Parties”) from and against any Liabilities incurred by any of the foregoing Persons arising out of (ia) any inaccuracy or breach of any representation or warranty of the Buyer contained in Article V 4 of this Agreement, and (iib) any breach of any covenant or agreement of the Buyer contained in this Agreement, (iii) any of the Assumed Liabilities or (iv) the operation of the Business from and after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement