Common use of Buyer's Indemnity Agreement Clause in Contracts

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. The Buyer shall indemnify, defend defend, and hold harmless the Seller from and against: A. (a) Any and all liabilities and obligations (including without limitation, federal, state 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 Digital Twin Technology by the Buyer beginning after prior to the Closing DateDate . B. (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. (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 prior to the Closing Date.

Buyer's Indemnity Agreement. The Buyer shall indemnify, defend defend, and hold harmless the Seller from and against: A. (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. (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. (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.