Buyer’s Indemnity Obligations. Buyer shall indemnify and hold Sellers harmless from and against any and all Indemnified Amounts incurred by the Sellers as a result of (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of the Buyer in this Agreement, (b) any violation or breach by the Buyer of or default by the Buyer under the terms of this Agreement, or (c) any liabilities or obligations of Sellers expressly assumed by Buyer in this Agreement. The failure of the Buyer to cure, remediate or otherwise repair any condition or circumstance existing at the Closing or caused by the Sellers shall not be deemed an "omission" for purposes hereof. The Sellers shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section.
Appears in 4 contracts
Samples: Agreement of Merger and Plan of Reorganization (Clearworks Net Inc), Agreement of Merger and Plan of Reorganization (Clearworks Net Inc), Agreement of Merger and Plan of Reorganization (Clearworks Net Inc)
