Common use of Buyer's Losses Clause in Contracts

Buyer's Losses. Each of Sellers hereby agrees, 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 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) the breach by Sellers of any provisions of this Agreement, including any representation or warranty made by Sellers in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any material failure by Sellers to observe or perform their respective covenants and agreements set forth in this Agreement; (iii) any liability for product warranties or defective products arising from sales of Inventory sold by the CD Warehouse Stores prior to the Closing Date; (iv) any failure by Sellers to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to 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 extent the same are based on injury or sickness occurring prior to the Closing Date or based on employment service rendered to Sellers prior to the Closing Date.

Buyer's Losses. (a) Each of Sellers hereby agreesthe 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 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 defined below) suffered, sustained, incurred or required to be paid by Buyer any of them by reason of (i) the breach by Sellers of any provisions of this Agreement, including any representation or warranty made by Sellers 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 material failure 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 Sellers the Company pursuant to observe this Agreement; (iii) the termination of or perform their respective withdrawal by the Company or any 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 the Company or 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; (iiivi) 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 of Inventory sold or based upon the engagement by the CD Warehouse Stores prior to Company or the Closing Date; (iv) Members of any failure by Sellers to satisfy and discharge any other liability broker or obligation agent, whether or not expressly assumed by Buyer disclosed pursuant to this Agreement; or (vviii) any liability arising from or based upon the required consents set forth in Schedule 2.15 hereof 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 extent the same are based on injury or sickness occurring not obtained prior to the Closing Date Closing; (ix) any indebtedness, liability or based on employment service rendered to Sellers prior obligation included within the Segregated Accounts; or (x) any indebtedness, liability or obligation with respect to the Closing DateCompany’s Defined Benefit Pension Plan.

Buyer's Losses. (a) Each of Sellers hereby agreesthe 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 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 (as defined below) suffered, sustained, incurred or required to be paid by Buyer any of them by reason of (i) the breach by Sellers of any provisions of this Agreement, including any representation or warranty made by Sellers 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 material 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 instance and to the extent Buyer's Losses result from the negligence or misconduct of FYI or Buyer; (iv) any failure by Sellers 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 respective 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; (iiiv) any liability for product warranties or defective products arising from sales or based upon the engagement by each such Company of Inventory sold by the CD Warehouse Stores 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; (ivvi) any failure by Sellers 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 satisfy Real Property Leases and discharge any sixty (60) days following the Closing with respect to all other liability or obligation not expressly assumed by Buyer pursuant to this Agreementitems 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 instance 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 extent Buyer's Losses result from the same are based on injury negligence or sickness occurring prior to misconduct of Buyer, FYI or their respective agents or attorneys (excluding for purposes of this exception the Closing Date or based on employment service rendered to Sellers prior to Shareholders in their capacities as agents of FYI and Buyer following the Closing DateClosing).

Buyer's Losses. Each of Sellers hereby agrees, Lansing and the Shareholders jointly and severally -------------- subject to Section 11.7 below, agree to indemnify and hold harmless Buyer and save the Transferred Entities, and hold Buyer harmless their respective directors, officers, Employees, representatives, agents and attorneys from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Sellers' each Shareholder's consent, which may not be unreasonably withheld), penalties, fines, interest and monetary sanctions, losses, obligations, liabilities, liensclaims, 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 any of them by reason of of: (i) the breach failure by Sellers of any a La Senorita Company to comply with all applicable laws relating to bulk transfers including the provisions of this Agreement, including the Uniform Commercial Code of the State of Michigan; (ii) any representation or warranty made by Sellers a La Senorita Company or the Shareholders in or pursuant to this Agreement being untrue or incorrect in any material respect; (iiiii) any material liability arising from or with respect to the La Senorita Companies or the Lansing Assets through the Closing Date, including, without limitation, the ownership or operation of the Business through the Closing Date and any liabilities for warranties or defective products arising from sales by the La Senorita Companies on or prior to the Closing Date; (iv) any failure by Sellers a La Senorita Company or the Shareholders to observe or perform their respective covenants and agreements set forth in this Agreement; (iii) any liability for product warranties Agreement or defective products arising from sales of Inventory sold by the CD Warehouse Stores prior to the Closing Date; (iv) any failure by Sellers to satisfy and discharge any other liability agreement or obligation not expressly assumed document executed by Buyer pursuant to this Agreementthem in connection with the transactions contemplated hereby; or (v) any and all claims made by employees failure to file annual returns with the IRS or the U.S. Department of the Sellers Labor for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits periods ending on or other compensation arrangements to the extent the same are based on injury or sickness occurring prior to the Closing Date or based with regard to any item listed on employment service rendered to Sellers prior to the Closing Date.Schedule

Buyer's Losses. Each of Sellers hereby agrees, Seller and Shareholder jointly and severally -------------- subject to Section 11.7 below, agrees to indemnify and hold harmless Buyer and save Parent, and hold Buyer harmless each of their directors, officers, employees, representatives, agents and attorneys from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Sellers' Seller's consent, which may not be unreasonably withheld), penalties, fines, interest and monetary sanctions, losses, obligations, liabilities, liensclaims, 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 any of them by reason of (i) the breach by Sellers of any provisions of this Agreement, including any representation or warranty made by Sellers Seller and Shareholder in or pursuant to this Agreement (as amended or supplemented pursuant to Section 5.3) being untrue or incorrect in any material respect; (ii) any material liability arising from or with respect to the Assets through the Closing Date; (iii) any failure by Sellers Seller or Shareholder to observe or perform their respective its covenants and agreements set forth in this Agreement; (iii) any liability for product warranties or defective products arising from sales of Inventory sold by the CD Warehouse Stores prior to the Closing Date; (iv) any failure by Sellers Seller or Shareholder to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement; or (v) any the items described in Schedule 3.10 hereof; or (vi) the failure ------------- of Buyer to collect the full face amount of all accounts receivable of Seller and all claims made by employees AmCane as of the Sellers for workmen's compensationdate of Closing (the "Receivables") net of applicable reserves within 23 months from the date of Closing. With regard to Receivables, medical insuranceBuyer will, disabilityupon receipt of cash payment from Seller, vacationtransfer to Seller unpaid Receivables or portions thereof equal to such cash payment from Seller, severance, sick benefits or other compensation arrangements and Buyer shall remit to the extent the same are based on injury or sickness occurring prior Seller any amounts received by Buyer with regard to the Closing Date or based on employment service rendered to Sellers prior to the Closing Datesuch transferred Receivables.

Buyer's Losses. Each of Sellers hereby agrees(a) From and after 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 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 (as defined below) suffered, sustained, incurred or required to be paid by Buyer any of them by reason of (i) the breach by Sellers of any provisions of this Agreement, including any representation or warranty made by Sellers 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; (ii) any material failure by Sellers Seller to observe or perform their respective its covenants and agreements set forth in this AgreementAgreement in any respect; (iii) any liability for product warranties events occurring on or defective products arising from sales of Inventory sold by the CD Warehouse Stores prior to the Closing Date; (iv) any failure claim, action, or proceeding made or brought by Sellers or obligations owed by the Company to satisfy and discharge any other liability 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 obligation not expressly assumed by Buyer pursuant to this Agreementotherwise; or (v) product liability, litigation or claims against the Company or any and all claims made of its directors, officers, employees, representatives, agents or attorneys in connection with, arising out of, or relating to products completed by employees of the Sellers for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits Company on or other compensation arrangements to the extent the same are based on injury or sickness occurring prior to the Closing Date or based on employment service rendered to Sellers prior to the Closing Date; and (vi) any matter identified in part (b) clause (i) of SCHEDULE 2.8, SCHEDULE 2.11, SCHEDULE 2.12, SCHEDULE 2.13 or part (b) clause (i) of SCHEDULE 2.25; except in any instance to the extent Buyer's Losses result from a Buyer Indemnitee's own ordinary or gross negligence or willful misconduct.

Buyer's Losses. Each of Sellers Seller and Xxxx hereby agreesagree, 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 Sellers' 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 Sellers Seller or Xxxx of any provisions of this Agreement, including any representation or warranty made by Sellers Seller in or pursuant to this Agreement being untrue or incorrect in any material respect; (iiiii) any material failure by Sellers Seller to observe or perform their respective its covenants and agreements set forth in this Agreement; (iiiiv) any liability for product warranties or defective products arising from sales of Inventory sold by the CD Warehouse Stores Seller prior to the Closing Date; or (ivv) any failure by Sellers Seller to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to 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 . Notwithstanding anything in this Agreement to the extent the same are based on injury contrary, Xxxx'x aggregate maximum personal liability for any obligations whatsoever, direct or sickness occurring prior indirect, arising under or in connection with this Agreement or any related agreements will be limited to the Closing Date or based on employment service rendered Purchase Price paid to Sellers prior Seller and Xxxx by the Buyer pursuant to Section 2 of this Agreement, less any federal and state taxes paid by the Closing DateSeller and Xxxx thereon.