Buyer's Indemnity Agreement. Buyer shall indemnify and hold harmless the Sellers from and against any and all direct or indirect requests, demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, damages, liabilities, costs, and expenses of any kind (including without limitation interest, penalties and reasonable attorneys' fees and expenses attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and consultants' fees and other costs of defending or investigating any claim hereunder, and interest on any amount payable as a result of the foregoing) whether accrued, absolute, contingent, known, unknown or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by a Seller or any Seller's representatives or assigns, by reason of, resulting from, arising out of, based upon, awarded or asserted against in respect of or otherwise in respect of:
(a) any breach of any representation or warranty or non-fulfillment of any covenant or agreement on the part of Buyer contained in this Agreement, or any misrepresentation in or omission from or non-fulfillment of any covenant on the part of Buyer contained in any certificate furnished or to be furnished to the Sellers by Buyer pursuant to this Agreement; or
(b) any claims with respect to brokers' or finders' fees due with respect to the transactions contemplated herein and alleged to arise from any contract entered into by Buyer.
Buyer's Indemnity Agreement. The Buyer shall indemnify, defend and hold harmless the Seller from and against:
A. Any and all liabilities and obligations (including without limitation, federal, state or other taxes of whatever kind, but excluding any sales or use taxes resulting from this transaction or any assessments, interest and penalties thereon) of, or claims or causes of action against the Buyer, the Purchased Assets or the Seller which arise with respect to any period (or periods) of operation of the Business by the Buyer beginning after the Closing Date.
B. Any and all liabilities, obligations and/or losses resulting from any material breach of any representation and warranty or nonfulfillment of any covenant on the part of the Buyer to Seller contained in this Agreement, or any other agreement, certificate or other instrument furnished or to be furnished to the Seller by the Buyer pursuant to this Agreement.
C. Any and all liabilities, obligations and/or losses resulting from any Products Liability (as hereinafter defined) arising at any time with respect to any product sold by the Buyer after the Closing Date. For the purposes of this Agreement, "Products Liability" means any liability to which the Seller or the Buyer or any affiliate thereof as successor to any business of the Seller may become subject insofar as such liability is based upon, arises out of or is otherwise in respect of any express or implied representation, warranty, agreement or guaranty to a customer, user or purchaser made or claimed to have been made by the Buyer or arising out of or due to, or asserted to be arising out of or due to, any product sold by the Buyer after the Closing Date.
Buyer's Indemnity Agreement. Other than the Seller's obligation to --------------------------- discharge the Janssen's Debt and txx Xxxxxxty Note and Property Deed of Trust as provided in paragraph 3d above, Buyer shall indemnify and hold Seller and Property Owner harmless from any and all liabilities, obligations and claims arising out of or relating to: a) the Business Operations conducted by the Buyer after the Closing; or b) the ownership or operation of the Business Assets by Buyer after the Closing; or c) the use and/or ownership of the Property by the Buyer after the Closing.
Buyer's Indemnity Agreement. Xxxxx assumes full responsibility for any person who becomes a member under this contract and shall indemnify seller, its affiliates, agents, and employees against any and all liability incurred by them to such member who does not become a signatory.
Buyer's Indemnity Agreement. Buyer shall indemnify and hold harmless Seller, its stockholders, officers, directors, employees, agents and affiliates and each of their respective successors, assigns, heirs and representatives (each, a “Seller Indemnified Party”), from and against any and all Losses actually incurred by a Seller Indemnified Party as a result of:
(a) any breach of any representation and warranty or nonfulfillment of any covenant or agreement on the part of Buyer contained in this Agreement or any Buyer’s Instruments (including, without limitation, any covenants relating to the Assumed Liabilities);
(b) any failure of Buyer to transfer to Seller all of the Shares free and clear of all Liens; and
(c) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including fees and disbursements of counsel, incident to any of the foregoing.
Buyer's Indemnity Agreement. Buyer shall, defend, indemnify and hold harmless the Discharging Creditors from and against any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to:
(a) any breach of any representation or warranty or non-fulfillment of any covenant or agreement on the part of Buyer contained in this Agreement, or any misrepresentation in or omission from or non-fulfillment of any covenant on the part of Buyer contained in any certificate furnished or to be furnished to the Discharging Creditors by Buyer pursuant to this Agreement; or
(b) any claims with respect to brokers' or finders' fees due with respect to the transactions contemplated herein or in the Purchase Agreement and alleged to arise from any contract entered into by Buyer.
Buyer's Indemnity Agreement. Buyer shall indemnify and hold harmless Seller, its stockholders, officers, directors, employees, agents and affiliates and each of their respective successors, assigns, heirs and representatives (each, a “Seller Indemnified Party”), from and against any and all Losses actually incurred by a Seller Indemnified Party as a result of:
(a) any breach of any representation and warranty or nonfulfillment of any covenant or agreement on the part of Buyer contained in this Agreement or any Buyer’s Instruments;
(b) any failure of Buyer to transfer to Seller all of the Shares free and clear of all Liens; and
(c) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including fees and disbursements of counsel, incident to any of the foregoing.
