Common use of Buyer's Losses Clause in Contracts

Buyer's Losses. Each of Seller and Xxxx hereby agree, jointly and severally subject to Section 11.7 below, to indemnify Buyer and save and hold Buyer harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Seller's consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Buyer's Losses"), including without limitation, any and all of Buyer's Losses suffered, sustained, incurred or required to be paid by Buyer by reason of (i) that certain accident on January 8, 1996 at the CD Warehouse franchise located at Xxxx Tabo Boulevard, Albuquerque, New Mexico, in which Xxxxx Xxxxx was killed (the "Albuquerque Accident"); (ii) the breach by Seller or Xxxx of any provisions of this Agreement, including any representation or warranty made by Seller in or pursuant to this Agreement being untrue or incorrect in any material respect; (iii) any material failure by Seller to observe or perform its covenants and agreements set forth in this Agreement; (iv) any liability for product warranties or defective products arising from sales of Inventory sold by Seller prior to the Closing Date; or (v) any failure by Seller to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, Xxxx'x aggregate maximum personal liability for any obligations whatsoever, direct or indirect, arising under or in connection with this Agreement or any related agreements will be limited to the Purchase Price paid to Seller and Xxxx by the Buyer pursuant to Section 2 of this Agreement, less any federal and state taxes paid by the Seller and Xxxx thereon.

Buyer's Losses. Each of Seller and Xxxx Sellers hereby agreeagrees, jointly and severally -------------- subject to Section 11.7 below, to indemnify Buyer and save and hold Buyer harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Seller's Sellers' consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Buyer's Losses"), including without limitation, any and all of Buyer's Losses suffered, sustained, incurred or required to be paid by Buyer by reason of (i) that certain accident on January 8, 1996 at the CD Warehouse franchise located at Xxxx Tabo Boulevard, Albuquerque, New Mexico, in which Xxxxx Xxxxx was killed (the "Albuquerque Accident"); (ii) the breach by Seller or Xxxx Sellers of any provisions of this Agreement, including any representation or warranty made by Seller Sellers in or pursuant to this Agreement being untrue or incorrect in any material respect; (iiiii) any material failure by Seller Sellers to observe or perform its their respective covenants and agreements set forth in this Agreement; (iviii) any liability for product warranties or defective products arising from sales of Inventory sold by Seller the CD Warehouse Stores prior to the Closing Date; or (viv) any failure by Seller Sellers to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement. Notwithstanding anything in this Agreement ; or (v) any and all claims made by employees of the Sellers for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits or other compensation arrangements to the contrary, Xxxx'x aggregate maximum personal liability for any obligations whatsoever, direct extent the same are based on injury or indirect, arising under or in connection with this Agreement or any related agreements will be limited sickness occurring prior to the Purchase Price paid Closing Date or based on employment service rendered to Seller and Xxxx by Sellers prior to the Buyer pursuant to Section 2 of this Agreement, less any federal and state taxes paid by the Seller and Xxxx thereonClosing Date.

Buyer's Losses. (a) Each of Seller and Xxxx hereby agreethe Shareholders, jointly and severally subject to Section 11.7 belowseverally, agrees to indemnify Buyer and save and hold Buyer harmless FYI, Buyer, each Company of which he or she was a Shareholder immediately prior to the Closing, and their respective directors, officers, employees, representatives, agents and attorneys from, against, for against and in respect of any and all damages (including, without limitation, amounts paid in settlement with Seller's consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Buyer's Losses"), including without limitation, any and all of Buyer's Losses (as defined below) suffered, sustained, incurred or required to be paid by Buyer any of them by reason of (i) that certain accident on January 8, 1996 at the CD Warehouse franchise located at Xxxx Tabo Boulevard, Albuquerque, New Mexico, in which Xxxxx Xxxxx was killed (the "Albuquerque Accident"); (ii) the breach by Seller or Xxxx of any provisions of this Agreement, including any representation or warranty made by Seller each Company of which he or she was a Shareholder immediately prior to the Closing or the Shareholders thereof in or pursuant to this Agreement (including, without limitation, the representations and warranties contained in any schedule or certificate delivered pursuant hereto) being untrue or incorrect in any respect and without regard to any "knowledge," "materiality," "material respectadverse effect" or "substantial compliance" or similar exception or qualifier; (ii) any liability arising from or based upon the operation of each such Company of which he or she was a Shareholder immediately prior to the Closing through the Closing Date (other than ordinary operating, trade or contractual liabilities through the Closing Date arising in the ordinary course of the Companies' operations but including without limitation liabilities, obligations or commitments arising out of a breach, default or omission by the Company or the Shareholders with respect to such matters); (iii) the items described in Schedule 2.11, Schedule 2.16 or the third parenthetical of Section 2.8 relating to each such Company of which he or she was a Shareholder immediately prior to the Closing except in any material instance and to the extent Buyer's Losses result from the negligence or misconduct of FYI or Buyer; (iv) any failure by Seller each such Company of which he or she was a Shareholder immediately prior to the Closing or the Shareholders thereof to observe or perform its or their covenants and agreements set forth in this AgreementAgreement or in any other agreement or document executed by it or them in connection with the transactions contemplated hereby; (ivv) any liability for product warranties or defective products arising from sales or based upon the engagement by each such Company of Inventory sold by Seller which he or she was a Shareholder immediately prior to the Closing Dateor the Shareholders thereof of any broker or agent, whether or not disclosed on Schedule 11.18; (vi) any liability arising from or based upon the required consents set forth in Schedule 2.15 hereof and not obtained within thirty (30) days following the Closing with respect to Real Property Leases and sixty (60) days following the Closing with respect to all other items set forth on Schedule 2.15; or (vvii) the MCI Telecommunications Corp. Inc. matter described in Section A.1 of Schedule 2.16, except in any failure by Seller to satisfy instance and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement. Notwithstanding anything in this Agreement to the contraryextent Buyer's Losses result from the negligence or misconduct of Buyer, Xxxx'x aggregate maximum personal liability FYI or their respective agents or attorneys (excluding for any obligations whatsoever, direct or indirect, arising under or in connection with this Agreement or any related agreements will be limited to the Purchase Price paid to Seller and Xxxx by the Buyer pursuant to Section 2 purposes of this Agreement, less any federal exception the Shareholders in their capacities as agents of FYI and state taxes paid by Buyer following the Seller and Xxxx thereonClosing).

Buyer's Losses. Each of Seller (a) From and Xxxx hereby agreeafter the Closing Date, jointly and severally subject to Section 11.7 belowthe other provisions of this Article VIII, Seller agrees to indemnify and hold harmless Buyer and save the Company and hold Buyer harmless their respective directors, officers, employees, representatives, agents and attorneys ("BUYER INDEMNITEES") from, against, for against and in respect of any and all damages (including, without limitation, amounts paid in settlement with Seller's consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Buyer's Losses"), including without limitation, any and all of Buyer's Losses (as defined below) suffered, sustained, incurred or required to be paid by Buyer any of them by reason of (i) that certain accident on January 8, 1996 at the CD Warehouse franchise located at Xxxx Tabo Boulevard, Albuquerque, New Mexico, in which Xxxxx Xxxxx was killed (the "Albuquerque Accident"); (ii) the breach by Seller or Xxxx of any provisions of this Agreement, including any representation or warranty made by Seller in or pursuant to Article II (other than those identified in Section 8.2(a)(v)) of this Agreement (which such representations and warranties identified in Section 8.2(a)(v), for purposes of this Article VIII, shall be read as if they contained no qualification for Material Adverse Effect) being untrue or incorrect in any material respect; (iiiii) any material failure by Seller to observe or perform its covenants and agreements set forth in this AgreementAgreement in any respect; (iviii) any liability for product warranties events occurring on or defective products arising from sales of Inventory sold by Seller prior to the Closing Date; (iv) any claim, action, or proceeding made or brought by or obligations owed by the Company to any person formerly employed by the Company who is not so employed as of the Closing Date whether by reason of retirement, death, incapacity, discharge, severance or otherwise; (v) product liability, litigation or claims against the Company or any failure of its directors, officers, employees, representatives, agents or attorneys in connection with, arising out of, or relating to products completed by Seller to satisfy and discharge any other liability the Company on or obligation not expressly assumed by Buyer pursuant to this Agreement. Notwithstanding anything in this Agreement prior to the contraryClosing Date; and (vi) any matter identified in part (b) clause (i) of SCHEDULE 2.8, Xxxx'x aggregate maximum personal liability for SCHEDULE 2.11, SCHEDULE 2.12, SCHEDULE 2.13 or part (b) clause (i) of SCHEDULE 2.25; except in any obligations whatsoever, direct or indirect, arising under or in connection with this Agreement or any related agreements will be limited instance to the Purchase Price paid to Seller and Xxxx by the extent Buyer's Losses result from a Buyer pursuant to Section 2 of this Agreement, less any federal and state taxes paid by the Seller and Xxxx thereonIndemnitee's own ordinary or gross negligence or willful misconduct.

Buyer's Losses. (a) Each of Seller and Xxxx hereby agreethe Members, jointly and severally subject to Section 11.7 belowseverally, agrees to indemnify Buyer and save and hold Buyer harmless Parent, Buyer, the Company and their respective directors, managers, officers, employees, representatives, agents and attorneys from, against, for against and in respect of any and all damages Buyer’s Losses (including, without limitation, amounts paid in settlement with Seller's consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Buyer's Losses"), including without limitation, any and all of Buyer's Losses defined below) suffered, sustained, incurred or required to be paid by Buyer any of them by reason of (i) that certain accident on January 8, 1996 at the CD Warehouse franchise located at Xxxx Tabo Boulevard, Albuquerque, New Mexico, in which Xxxxx Xxxxx was killed (the "Albuquerque Accident"); (ii) the breach by Seller or Xxxx of any provisions of this Agreement, including any representation or warranty made by Seller the Company or the Members in or pursuant to this Agreement (including, without limitation, the representations and warranties contained in any schedule or exhibit to this Agreement or any certificate delivered pursuant hereto) being untrue or incorrect in any respect and without regard to any “materiality,” “material respectadverse effect,” “Material Adverse Effect,” “substantial compliance,” “knowledge” or similar exception or qualifier; (ii) any liability, cost or expense arising from or based upon the operation of the Company through the Closing Date that is not reflected or reserved for on the Effective Date Balance Sheet or otherwise disclosed with specificity on a Schedule delivered by the Company pursuant to this Agreement; (iii) the termination of or withdrawal by the Company or any material failure Group Member from any employee pension benefit plan, as defined in Section 3(2)(A) of ERISA; (iv) the items described in Schedule 2.8, Schedule 2.11 or Schedule 2.16 hereof except in any instance and to the extent Buyer’s Losses result from the negligence or misconduct of Parent or Buyer; (v) any violation or alleged violation by Seller to observe the Company or perform its any Member of his covenants and agreements set forth in this AgreementAgreement or in any other agreement or document executed by it or him in connection with the transactions contemplated hereby; (ivvi) liabilities for Taxes as a result of the conversion of the Company from a cash basis of accounting to an accrual basis of accounting in connection with the consummation of the transactions described herein, as described in Section 4.2(a) hereof; (vii) any liability for product warranties or defective products arising from sales or based upon the engagement by the Company or the Members of Inventory sold by Seller prior to the Closing Date; any broker or (v) any failure by Seller to satisfy and discharge any other liability agent, whether or obligation not expressly assumed by Buyer disclosed pursuant to this Agreement. Notwithstanding anything ; (viii) any liability arising from or based upon the required consents set forth in this Agreement Schedule 2.15 hereof and not obtained prior to the contraryClosing; (ix) any indebtedness, Xxxx'x aggregate maximum personal liability for or obligation included within the Segregated Accounts; or (x) any obligations whatsoeverindebtedness, direct liability or indirect, arising under or in connection obligation with this Agreement or any related agreements will be limited respect to the Purchase Price paid to Seller and Xxxx by the Buyer pursuant to Section 2 of this Agreement, less any federal and state taxes paid by the Seller and Xxxx thereonCompany’s Defined Benefit Pension Plan.