Buyer’s Indemnification Obligations. Effective at and after the Closing, Buyer shall indemnify Sellers and each of their respective successors and permitted assignees against, and agrees to hold each of them harmless from, any and all Claims incurred or suffered by any such Person arising out of or in connection with: (a) any misrepresentation or breach of any representation or warranty of Buyer contained in this Agreement; or (b) any breach of any Post-Closing Covenants of Buyer; or (c) the Assumed Liabilities.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
Buyer’s Indemnification Obligations. Effective at and after the Closing, The Buyer shall indemnify Sellers and each of save and hold harmless the Sellers, their respective successors and permitted assignees againstAffiliates, and agrees to hold each of them harmless from, their Representatives from and against any and all Claims Damages incurred or suffered by any such Person arising out of or in connection with:
, arising out of, resulting from or incident to (ai) any misrepresentation or breach of any representation or warranty of made by the Buyer contained in this Agreement; or
(bii) any breach of any Post-Closing Covenants of Buyercovenant made by the Buyer contained in this Agreement; or
or (ciii) from and after the Closing, any Assumed LiabilitiesLiability.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intermune Inc), Asset Purchase Agreement (Intermune Inc)