General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless each Indemnified Seller Party against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses of every kind whatsoever incurred or suffered by the Indemnified Seller Party that result from, relate to or arise out of: (a) the Assumed Liabilities; (b) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Purchaser under this Agreement or any Ancillary Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and (c) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 9.02.
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Samples: Asset Purchase Agreement (Symons International Group Inc), Asset Purchase Agreement (Goran Capital Inc)
General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless each Seller and its successors or assigns (an "Indemnified Seller Party Party") against and in respect of any of:
(a) Any and all damages, losses, deficiencies, liabilities, costs and expenses of every kind whatsoever incurred or suffered by the any Indemnified Seller Party that result from, relate to or arise out of:
(ai) the Assumed Liabilitiesany and all liabilities and obligations of Seller which have been specifically assumed by Purchaser to this Amended Agreement;
(bii) any misrepresentation, breach of warranty or nonfulfillment non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement or any Ancillary Amended Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers Seller pursuant hereto or in connection with the negotiation, execution or performance of this Amended Agreement; and
(cb) Any any and all actions, suits, claims, proceedingsproceeding, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 9.026.2.
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Samples: Asset Purchase Agreement (Equalnet Communications Corp)
General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless each Seller and its respective successors and assigns (an "Indemnified Seller Party Party") against and in respect of of:
(a) any and all damages, losses, deficiencies, liabilities, costs and expenses of every kind whatsoever incurred or suffered by the any Indemnified Seller Party that result from, relate to or arise out of:
(a) the Assumed Liabilities;
(b) of any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Purchaser under this Agreement or any Ancillary Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers Seller pursuant hereto or in connection with the negotiation, execution or performance of this Agreementhereto; and
(cb) Any any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expensesfees) incident to any of the foregoing or to the enforcement of this Section 9.0210.2.2.
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