Common use of Buyer's Indemnity Agreement Clause in Contracts

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. Buyer shall defend, indemnify and hold harmless the Sellers Seller 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, damagesdamages (including without limitation punitive, exemplary or consequential damages and lost income and profits and interruptions of business), liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) 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 its respective representatives, agents or assigns, (a "Loss of Seller") 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 and warranty or non-fulfillment nonfulfillment of any covenant or agreement on the part of the Buyer contained in this AgreementAgreement (without giving effect to any materiality qualifications contained in any such representations or warranties), or any misrepresentation in or omission from or non-fulfillment nonfulfillment of any covenant on the part of the Buyer contained in any certificate furnished or to be furnished to the Sellers Seller by Buyer pursuant to this Agreement; (b) any guaranties entered into by Seller or his wife on behalf of the Companies which are not released prior to Closing; or (bc) any claims with respect to brokers' or finders' fees due with respect to the transactions contemplated herein and alleged to arise from any contract contract, agreement or arrangement entered into by the Buyer.

Buyer's Indemnity Agreement. Buyer shall indemnify and hold harmless the Sellers Seller 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, damagesdamages (including without limitation punitive, exemplary or consequential damages and lost income and profits and interruptions of business), 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 of Seller's ’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 Seller 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. Buyer shall defend, indemnify and hold harmless the Pension Benefit and/or Sellers and their successors and permitted assigns (and their respective directors, officers, employees, agents and affiliates) 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, costs and expenses of any kind or nature (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder, whether or not resulting in any liability), and interest on any amount payable as a result of the foregoing) , whether accrued, absolute, contingent, known, unknown unknown, or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by a Seller Pension Benefit and/or Sellers or its successors or permitted assigns or any Seller's representatives of their respective directors, officers, employees, agents or assigns, by reason of, resulting from, arising out of, affiliates based upon, awarded or asserted against in respect of or otherwise in respect of: (a) any Any breach of any representation or and 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 other agreement, certificate or other instrument furnished or to be furnished to the Sellers Pension Benefit by Buyer pursuant to this Agreement; or (b) Buyer's failure to comply, pay, perform or otherwise comply with any claims with respect to brokers' or finders' fees due with respect to of the transactions contemplated herein Assumed Liabilities specifically and alleged to arise from any contract entered into expressly assumed by BuyerBuyer at Closing.

Buyer's Indemnity Agreement. Buyer shall indemnify and hold harmless the Sellers --------------------------- Seller (and its directors, officers, employees, agents, affiliates, successors and assigns) 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, damagesdamages (including without limitation punitive, exemplary or consequential damages and lost income and profits and interruptions of business), liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) 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 its respective representatives or assigns, (a "Loss of Seller") by reason of, resulting from, arising out of, based upon, awarded or asserted against in respect of or otherwise in respect of: (a) any period or periods of the Company beginning after the Closing and which involve any claims against Seller or its assets relating to actions or inactions of the Buyer or the Company or their respective officers, directors, shareholders, employees or agents after the Closing, or the operation of the Company after the Closing (except to the extent any of the foregoing arise from the acts or omissions of the Sellers); and (b) any breach of any representation or and warranty or non-fulfillment nonfulfillment of any covenant or agreement on the part of the Buyer contained in this Agreement, or any misrepresentation in or omission from or non-fulfillment nonfulfillment of any covenant on the part of the Buyer contained in any certificate furnished or to be furnished to the Sellers Seller 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.