Common use of COBRA Indemnification and Information Clause in Contracts

COBRA Indemnification and Information. Seller shall pay and be liable to Purchaser and shall assume, indemnify, defend and hold harmless Purchaser from and against and in respect of any and all losses, damages, liabilities, taxes, and sanctions that arise under the Consolidated Omnibus Budget Reconciliation Act of 1984 ("COBRA") and the Code, interest and penalties, costs, and expenses (including without limitation disbursements and reasonable legal fees incurred in connection therewith, and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment, or judgment) imposed upon, incurred by, or assessed against, Purchaser and any of its employees arising by reason of or relating to any failure to comply with the continuation of health care coverage of COBRA and Sections 601 through 608 of ERISA which failure occurred with respect to any current or prior employee of Seller or any qualified beneficiary of such employee (as defined in COBRA) on or prior to the date of Closing or as otherwise required as a result of any transactions or matters contemplated by this agreement.