Buyer’s Indemnity Obligation. If Closing shall occur, from and after the Closing Date, Buyer shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against any and all Claims arising out of, resulting from, or relating to:
Buyer’s Indemnity Obligation. Buyer shall release Seller from and shall fully protect, indemnify and defend Seller, its officers, agents, employees and Affiliates and hold them harmless from and against any and all Claims relating to, arising out of, or connected, directly or indirectly, with the ownership or operation of the Properties (including, without limitation, the Contracts), or any part thereof, pertaining to the period of time on and after the Closing Date; including without limitation, Claims relating to (a) injury or death of any person or persons whomsoever, (b) damages to or loss of any property or resources, (c) common law causes of action such as negligence, gross negligence, strict liability, nuisance or trespass, or (d) fault imposed by statute, rule, regulation or otherwise. BY EXECUTING THIS AGREEMENT, BUYER EXPRESSLY AGREES PURSUANT TO THIS SECTION 8.3 TO RELEASE AND INDEMNIFY AND HOLD HARMLESS SELLER, SELLER’S OFFICERS, AGENTS, EMPLOYEES AND AFFILIATES FROM AND AGAINST THE CONSEQUENCES OF EACH SUCH INDEMNITEE’S OWN NEGLIGENCE (WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, AND WHETHER SUCH NEGLIGENCE IS THE SOLE PROXIMATE CAUSE OR A PROXIMATE CAUSE JOINTLY AND CONCURRENTLY WITH THE NEGLIGENCE OF BUYER OR OTHERS).
Buyer’s Indemnity Obligation. Subject to the terms and conditions contained in this Article IX, the Buyer agrees to indemnify the Holders and their respective members, officers, employees, controlling persons and Affiliates (collectively, the “Stockholder Indemnitees”) and to hold them harmless from and against any Loss which any Stockholder Indemnitee may suffer, sustain or become subject to, as a result of (i) the breach by the Buyer or the Merger Sub of any representation or warranty made by the Buyer or the Merger Sub in this Agreement or any Ancillary Agreement, (ii) the breach by the Buyer or the Merger Sub of any covenant or other agreement made by the Buyer or the Merger Sub in this Agreement or any Ancillary Agreement or (iii) Taxes payable by the Buyer, the Merger Sub or the Company pursuant to Section 7.1.
Buyer’s Indemnity Obligation. Buyer shall release Seller from and shall fully protect, indemnify and defend Seller, its officers, agents, employees and Affiliates, and each of their respective successors and assigns and hold them harmless from and against any and all Claims arising directly or indirectly out of the Assumed Obligations.
Buyer’s Indemnity Obligation. Except as otherwise provided herein, Buyer shall indemnify, defend and hold harmless Seller and its subsidiaries from and against (i) any form of intellectual property claim arising out of or related to (1) designs, instructions, specifications or intellectual property developed by Buyer or furnished by Buyer, (2) components of goods, consigned or sold to Seller by Buyer or specified by Buyer, (3) combination of goods with any hardware, text, graphics, software or other device supplied by a party other than Seller, (4) the modification of goods by a party other than Seller, and (ii) liens, liabilities, damages, costs, expenses (including reasonable attorney’s fees) and the like arising out of or related to any form of intellectual property claim covered under this Section 6(b); provided, however, that the foregoing indemnity and defense obligation is conditioned on the following: (1) Seller’s prompt written notice to Buyer of any such claim for which indemnity is claimed, (2) Buyer’s complete control of the defense and settlement, and (3) Seller’s complete cooperation in such defense. Buyer shall have no obligation for any settlement entered into without Buyer’s prior written consent. Injunctive Actions. If during the course of any IP Claim covered under Section 8(a) the use or sale of the allegedly infringing goods is finally enjoined, Seller shall, at its option and expense, use commercially reasonable efforts to do one of the following (in addition to its obligations under Section 8(a): (i) procure for Buyer the right to use or sell, as applicable, the allegedly infringing goods, (ii) replace or modify the allegedly infringing goods or the affected part thereof with equivalent non-infringing technology, or (iii) within 30 calendar days of Seller’s receipt of said allegedly infringing goods, refund to Buyer an amount equal to the net price paid by Buyer for said allegedly infringing goods. Limitation of Indemnity. THE INDEMNITY CONTAINED IN THIS SECTION 8 STATES THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHER WITH RESPECT TO THE MISAPPROPRIATION OR INFRINGEMENT OF ANY GOODS, OR ANY PARTS THEREOF, OF ANY PATENTS, TRADEMARKS, TRADE SECRETS, COPYRIGHTS, MASK WORKS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON AND IS IN LIEU OF WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN REGARD THERETO. EACH PARTY’S REMEDIES SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF OTHER REMEDIES INCLUDING WITHOUT LIMITATION INCIDENT...
Buyer’s Indemnity Obligation. Provided Seller furnishes Buyer with a Claim Notice within the Survival Period (if any) or the applicable statutory period of limitations, whichever is shorter, Buyer will release and will protect, defend, indemnify, reimburse, and hold harmless Seller and Seller’s and its Affiliates and each of their respective directors, members, partners, managers, officers, agents, representatives and employees (the “Seller Indemnified Parties”) for, from, and against any Loss or Action incurred, suffered, or brought against any of the Seller Indemnified Parties to the extent that such Loss or Action arises from or in connection with (a) any breach or default by Buyer of any representation or warranty made by Buyer in this Agreement, (b) any breach or default by Buyer of any covenant or agreement made and/or assumed by Buyer in this Agreement, or (c) any Assumed Liabilities, in each instance described in (a) through (c) regardless of (excepting the gross negligence or willful misconduct of Seller Indemnified Parties) the negligence, strict liability (including strict liability arising under environmental laws) or other fault or responsibility of Seller, any other Seller Indemnified Party, Buyer or any other Person.
Buyer’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 3.3 (Survival of Representations, Warranties, Covenants and Agreements), this ARTICLE X and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS, subject to the procedures under Section 10.6, each Seller and its Affiliates and all of its and their respective equity holders, partners, members, directors, officers, managers, employees, agents and other Representatives (collectively, the “Seller Indemnified Parties”) from and against any and all claims, Actions, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, interest, or costs and expenses (including expenses of investigating, preparing or defending the foregoing), including any reasonable fees of attorneys, experts, consultants, accountants and other professional representatives and legal or other expenses incurred in connection therewith and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts or otherwise (collectively, “Liabilities”), arising out of, resulting from, based on, associated with, or relating to:
Buyer’s Indemnity Obligation. From and after the Closing Date, Xxxxx shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against any and all Claims arising out of, resulting from, or relating to:
Buyer’s Indemnity Obligation. Buyer shall, subject to the procedures and limitations set forth below, fully protect, indemnify and defend Seller, its officers, agents, employees and Affiliates and hold them harmless from and against any and all (a) Claims relating to or arising out of, or connected, directly or indirectly with (i) any breach by Buyer of any of its express representations or warranties contained in this Agreement, and (ii) any default in the performance by Buyer of any of its covenants herein, (b) Claims, including Environmental Claims, relating to, arising out of, or connected, directly or indirectly, with the ownership or operation of the Properties, or any part thereof, pertaining to the period of time prior to the Closing Date, no matter when asserted, as to which Seller's indemnity obligation, if any, has ceased, been performed, terminated or did not exist, and (c) Claims, including Environmental Claims, relating to, arising out of, or connected, directly or indirectly, with the ownership or operation of the Properties, or any part thereof, pertaining to the period of time at and after the Closing Date, no matter when asserted; including without limitation, Claims relating to (w) injury or death of any person or persons whomsoever, (x) damages to or loss of any property or resources, (y) common law causes of action such as negligence, gross negligence, strict liability, nuisance or trespass, or (z) fault imposed by applicable Law or otherwise.
Buyer’s Indemnity Obligation. Subject to the terms of this ARTICLE VIII, Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) for Damages incurred or sustained by the Seller Indemnitees that arise out of, result from or are in connection with (A) any inaccuracy or breach of the representations and warranties of Buyer in ARTICLE III or any other certificate delivered by Buyer at the Closing, (B) a breach of any covenant or agreement of Buyer contained in this Agreement which, by its terms, contemplates performance or non-performance after the Closing, and (C) Fraud, willful misconduct or intentional misrepresentation of the Buyer. Stock Purchase Agreement
