Common use of Buyer's Losses Clause in Contracts

Buyer's Losses. Seller hereby agrees, jointly and severally subject to Section 11.5 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, interest, penalties and 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") to the extent such claims or damages are related to or arise from the ownership, condition, operation or conduct of the Business and Assets of Seller prior to the Closing Date and, 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 Seller 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; (ii) any material failure by Seller to observe or perform its covenants and agreements set forth in this Agreement; (iii) any liability for product warranties, defective products or medical care related liabilities arising from the Business prior to the Closing Date; or (iv) any failure by Seller to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement.

Buyer's Losses. Each of Seller and Xxxxx hereby agreesagree, jointly and severally subject to Section 11.5 below, to indemnify Buyer, 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, interest, penalties and 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") to the extent such claims or damages are related to or arise from the ownership, condition, operation or conduct of the Business and Assets of Seller prior to the Closing Date and), 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 Seller or Xxxxx 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; (ii) any material failure by Seller to observe or perform its covenants and agreements set forth in this Agreement; (iii) any liability for product warranties, warranties or defective products or medical care related liabilities arising from the Business sales of Inventory sold by Seller prior to the Closing Dateclosing date; or (iv) any failure by Seller to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement.

Buyer's Losses. Seller hereby agrees, jointly and severally subject to Section 11.5 11.7 below, to indemnify Buyer, 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, interest, penalties and 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") to the extent such claims or damages are related to or arise from the ownership), condition, operation or conduct of the Business and Assets of Seller prior to the Closing Date and, 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 Seller 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; (ii) any material failure by Seller to observe or perform its covenants and agreements set forth in this Agreement; (iii) any liability for product warranties, warranties or defective products or medical care related liabilities arising from sales of Inventory of the Disc Go Round Business by Seller prior to the Closing Date; or (iv) any failure . Indemnification by the Seller of Buyers Losses under this Section shall be limited in the aggregate to satisfy and discharge any other liability or obligation not expressly assumed the Purchase Price paid to Seller by the Buyer pursuant to this AgreementSection 2, less any federal and state taxes paid by the Seller thereon.