By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.
By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents:
(a) this Agreement, executed by the Buyer;
(b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer;
(c) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2;
(d) the Cross Receipt, executed by the Buyer;
(e) a certificate executed by the Chief Executive Officer/Managing Member of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and
(f) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer.
(g) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.
By the Buyer. The Buyer and Parent, jointly and severally, shall indemnify, save, defend and hold harmless the Seller and his agents, assignees and heirs (collectively, the "Seller Indemnified Parties") from and against any and all Damages incurred in connection with or arising out of or resulting from or incident to any breach of (or in the event any third party alleges facts that, if true, would mean the Buyer or Parent has breached), any covenant, warranty or representation made by the Buyer or Parent in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer or Parent under this Agreement; provided, however, that neither the Buyer nor the Parent shall be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by the Seller.
By the Buyer. The Buyer shall indemnify and hold harmless the Seller and its affiliates and its respective directors, officers, shareholders, employees, agents, representatives and successors (the “Seller Indemnitees”) from and against any and all Losses that any of the Seller Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: any misrepresentation or breach of warranty of Buyer contained in this Agreement or in any schedule of Buyer or in any certificate delivered by Buyer pursuant to this Agreement; any breach of any covenant of Buyer contained in this Agreement; any of the Assumed Liabilities; the use or operation of the Purchased Assets after the Effective Date; and the failure to obtain any of the Real Property Lease consents and releases described in Section 7.6(a).
By the Buyer. The Buyer may terminate this Agreement by giving SIRA written notice at any time, with or without cause. Such termination in no way relieves the Buyer of their obligations to pay any and all outstanding accounts with SIRA.
By the Buyer. From and after the Closing Date, the Buyer will indemnify, defend and hold harmless, and pay and reimburse, each Manufacturer and its Affiliates and their respective officers, directors, employees, agents, advisors and shareholders from and against any and all Losses resulting from any claim by a third party (a) to the extent and only to the extent attributable to the Buyer’s gross negligence, willful misconduct or breach of any of its representations and warranties, covenants, agreements or obligations contained in this Supply Agreement; or (b) regarding any Supply Product sold by Buyer or its Affiliates from and after the Closing Date, including but not limited to (i) any claim for patent infringement, personal injury, death or property damage or (ii) the use of the Supply Products by any person; provided, however, that the Buyer shall not be liable for any Losses to the extent arising from each such Manufacturer’s negligence or breach of its representations and warranties, covenants, agreements or obligations contained herein.
By the Buyer. The Buyer shall indemnify and hold harmless the Seller and its affiliates and its respective directors, officers, shareholders, employees, agents, representatives and successors (the “Seller Indemnitees”) from and against any and all Losses that any of the Seller Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to:
(i) any misrepresentation or breach of warranty of Buyer contained in this Agreement or in any schedule of Buyer or in any certificate delivered by Buyer pursuant to this Agreement;
(ii) any breach of any covenant of Buyer contained in this Agreement;
(iii) any of the Assumed Liabilities;
(iv) the use or operation of the Purchased Assets after the Effective Date; and
(v) the failure to obtain any of the Real Property Lease consents and releases described in Section 7.6(a).
By the Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless the Stockholders and their respective successors and assigns (if any), and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Selling Party”) from and against any Damages that such Indemnified Selling Party may sustain, suffer or incur and that result from arise out of or relate to: (a) any breach of any of the respective representations, warranties, covenants or agreements of the Buyer contained in this Agreement.
By the Buyer. The Buyer shall indemnify, save, defend and hold harmless the Seller from and against any and all Damages incurred in connection with or arising out of or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Buyer has breached), of any covenant, warranty or representation made by the Buyer in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by the Seller.
By the Buyer. Subject to Section 7.1(E) hereof, the Buyer and Parent, jointly and severally, shall indemnify, save, defend and hold harmless the Seller, Seller's Stockholders, and financial advisors, investment bankers, attorneys and accountants of each, together with their respective successors in interest or heirs (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant , breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement or the Ancillary Agreements, including any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer or Parent under this Agreement, or (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer and Parent shall not be liable for any such Damages if such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Parties.
