By Buyer. Subject to the terms and conditions of this Section 7, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their directors, officers, employees and Affiliates from and against all Claims asserted against, resulting to, imposed upon or incurred by any such person, directly or indirectly, by reason of or resulting from (a) the inaccuracy or breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of Buyer contained in this Agreement (regardless of whether such breach is deemed "material").
By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
By Buyer. On or prior to the Closing Date, Buyer will deliver or cause to be delivered to Escrow Holder the following items:
(a) Such corporate resolutions, certificates of good standing and/or other corporate or partnership documents relating to Buyer as are reasonably required by Seller or Escrow Holder or both in connection with this transaction.
(b) Amounts due to pay costs and expenses as set forth in Section 12 hereof.
By Buyer. (i) if Pro-Fac, the Company or any of their respective Subsidiaries shall have breached any of their obligations under Section 6.9.
(ii) if Pro-Fac or the Pro-Fac Board shall have (1) not recommended, or after such recommendation has been made, withdrawn or modified in any manner adverse to Buyer its approval or recommendation of this Agreement, the Unit Purchase, the Amended and Restated Marketing and Facilitation Agreement and the agreements and transactions contemplated hereby, (2) approved, recommended or endorsed any Acquisition Proposal from a Person other than Buyer or any of its Affiliates, or (3) resolved to do any of the foregoing or publicly announced its intention to do any of the foregoing.
(iii) if, prior to the Closing Date, the representations and warranties of Pro-Fac and the Company set forth in this Agreement which are not qualified by "materiality" or "Material Adverse Effect" shall not be true, complete and correct in any material respect, and the representations and warranties that are qualified by "materiality" or "Material Adverse Effect" shall not be true, complete and correct in any respect, at any time, after the date hereof (except for those representations and warranties that address matters only an of a particular date or only with respect to a specific period of time which need only be true, complete and correct as of such date or with respect to such period), or Pro-Fac, the Company or any of their respective Subsidiaries shall have breached or failed to perform or comply in any material respect with any obligation, agreement or covenant required by this Agreement to be performed or complied with by it, and, with respect to any such breach or failure to perform that is reasonably capable of being remedied, the breach or failure to perform is not remedied within 30 days after Buyer has furnished the Company with written notice of such breach or failure to perform.
(iv) if, the Bondholder Consent shall not have been obtained (A) on terms and conditions satisfactory to Buyer in its sole and absolute discretion, and/or (B) within 45 days following the mailing of the Solicitation Materials; provided, that the right to terminate this Agreement under this Section 8.1(d)(iv) shall not be available to Buyer if its failure to fulfill its obligations under Section 6.3 has been the cause or resulted in the failure to obtain the Bondholders Consent.
By Buyer. 18 Indemnification of Third‑Party Claims............................................................................ 19 Payment...................................................................................................................... 19
By Buyer. From and after the Closing, Buyer shall indemnify and hold Seller harmless from and be liable to Seller for, any and all damages, liabilities, costs and expenses (collectively “Losses”) sustained by Seller (including, without limitation, all reasonable legal fees and costs), resulting from or attributable to (a) Buyer’s ownership, use, maintenance and operation of the Property on and after the Closing Date and (b) all accounts payable, operating expenses, costs and other charges incurred for periods on and after the Closing Date.
By Buyer if any of the conditions provided for in Section 4.1 hereof shall not have been met or waived in writing by Buyer at or prior to Closing; or
By Buyer. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.
By Buyer. (i) in the event of any breach by any Seller of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Section 10.1 or Section 10.2 to be satisfied, and the failure of Sellers to cure such breach by the earlier of (A) the Outside Date and (B) the date that is fifteen (15) days after receipt of a notice in writing from Buyer of their intention to exercise their rights under this Section 12.1(b)(i) as a result of such breach; provided, however, that that the right to terminate this Agreement pursuant to this Section 12.1(b)(i) shall not be available to Buyer if Buyer is in breach of any of its representations, warranties, covenants or agreements contained herein in a manner that would result in the failure of a condition set forth in Article XI to be satisfied;
(ii) if any of the Bankruptcy Cases is dismissed or converted to a case under chapter 7 of the Bankruptcy Code;
(iii) if the Bankruptcy Court has not approved the consummation of the Transactions on or before February 8, 2019, or if the Approval Order has not been entered on or before February 8, 2019 subject to Bankruptcy Court availability (or is vacated or stayed as of such date); or
(iv) if Sears Re shall not have agreed to be bound by all of the terms of this Agreement as a Seller hereunder by delivering a signature page in the form attached hereto by 11:59 p.m. New York City time on January 22, 2019. For the avoidance of doubt, it is the intent of the Parties that this Agreement shall be binding on each of the Parties (other than Sears Re) notwithstanding that Sears Re has not yet delivered its signature page hereto.
