Excluded Liabilities and Failure to Obtain Consents Sample Clauses

Excluded Liabilities and Failure to Obtain Consents. Seller covenants and agrees to perform, discharge and satisfy all Excluded Liabilities, and to obtain all Consents required to be obtained hereunder, and forever indemnify, defend and hold harmless Buyer and each of its shareholders, officers and directors, Affiliates, agents and employees from and against and in respect of any and all damages, losses, diminution of value, or expenses suffered or incurred by any such party whether as a result of third party claims (whether valid or not), demands, suits, causes of action, proceedings, investigations, judgments or liabilities or otherwise), including costs of investigation and defense and reasonable attorneys' fees assessed, incurred or sustained by or against any of them, with respect to or arising out of (a) any Excluded Liability (including without limitation any Excluded Liability that becomes, or is alleged to have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of law or (b) any Failure to Obtain Consents.