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).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hyperion Energy, Inc.), Asset Purchase Agreement (Hyperion Energy, Inc.)
By the Buyer. The Buyer shall indemnify and hold harmless the Seller and its affiliates Xx. Xxxxx and its their 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)7.5.
Appears in 1 contract
By the Buyer. The Buyer shall indemnify and hold harmless the Seller and its affiliates Xxxxxxx Xxxxxxxx and its their 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).
Appears in 1 contract
Samples: Asset Purchase Agreement (Stratus Services Group Inc)