Common use of Indemnification and Reimbursement by Buyer Clause in Contracts

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any claim by any person or entity for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity with Buyer (or any Person acting on Buyer's behalf) in connection with any of the transactions contemplated herein; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any claim by any person or entity Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer (or any Person acting on Buyer's behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any claim by any person or entity Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer (or any Person acting on Buyer's behalf) in connection with any of the transactions contemplated herein;Contemplated Transactions; or (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the ClosingAssumed Liabilities. (e) fraudulent misrepresentation or willful breach or any criminal activity; or (ef) any Assumed Liabilitiesproduct or component thereof manufactured or any services provided by Buyer, in whole, after the Closing Date.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or transfer instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or transfer instrument delivered by Buyer pursuant to this Agreement; (c) any claim by any person or entity Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer (or any Person acting on Buyer's behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellereach Seller and Design Partners, and will reimburse Sellereach Seller and Design Partners, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any claim by any person or entity Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer (or any Person acting on Buyer's ’s behalf) in connection with any of the transactions contemplated herein;Contemplated Transactions; or (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Hired Active Hired Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) a. any breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) b. any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) c. any claim by any person or entity Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer (or any Person acting on Buyer's ’s behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (d) d. any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the ClosingAssumed Liabilities; or (e) e. any Assumed liability arising out of the ownership or operation of the Assets after the Closing, other than the Retained Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) a. any breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) b. any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) c. any claim by any person or entity Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer (or any Person acting on Buyer's ’s behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (d) d. any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the ClosingAssumed Liabilities; or (e) e. any Assumed liability arising out of the ownership or operation of the Assets after the Closing, other than the Retained Liabilities.

Indemnification and Reimbursement by Buyer. From and after the Closing, Buyer will shall, without duplication, indemnify and hold harmless SellerSellers and their respective affiliates ("Seller Indemnified Persons"), and will reimburse SellerSellers, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer or Agent in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer or Agent in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any claim by any person or entity Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer or Agent (or any Person acting on Buyer's or Agent's behalf) in connection with any of the transactions contemplated herein;Contemplated Transactions; or (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellerSeller and the Affiliates, and will reimburse SellerSeller and Affiliates, for any Damages arising from or in connection with: (a) any breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any claim by any person or entity Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity Person with Buyer (or any Person acting on Buyer's behalf) in connection with any of the transactions contemplated hereinContemplated Transactions; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent to the Closing; or; (e) any Assumed Liabilities; or (f) the fraud or other willful act of Buyer.