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 Asset Purchase Agreement 10/06/03 TRSG and Asmara Page 29 of 37 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 each of the Shareholders, Xx. Xxxxxx and Seller and Seller’s Representatives, subsidiaries and Affiliates (collectively, the “Seller Indemnified Persons”), and will reimburse Sellerthe Seller Indemnified Persons, for any Damages arising from or in Asset Purchase Agreement 10/06/03 TRSG and Asmara Page 29 of 37 connection with: (a) any inaccuracy or 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 AgreementAncillary Document; (b) any Breach default or 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 AgreementAncillary Document; (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 hereinhereby; (d) any obligations of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees Assumed Liabilities arising subsequent to the ClosingClosing Date; orand (e) any Assumed Liabilitiesliability arising out of the ownership or operation of the Acquired Assets and the Business from and after the Closing.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse SellerSeller and its Representatives, Affiliates, shareholders, subsidiaries and Representatives of its Affiliates, for any Damages arising from or in Asset Purchase Agreement 10/06/03 TRSG and Asmara Page 29 of 37 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 the Hired Active Hired Employees subsequent to the Closing; or (e) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify indemnify, defend and hold harmless Seller, and will reimburse SellerSeller and his respective Representatives, for any Damages arising from or in Asset Purchase Agreement 10/06/03 TRSG and Asmara Page 29 of 37 connection with: (a) any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing writing, or instrument delivered by Buyer pursuant to this Agreement, which is not cured within 30 days of receipt of written notice from Seller of such breach; (b) any Breach material breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing writing, or instrument delivered by Buyer Seller 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;this Agreement; and (d) any obligations Liabilities of Buyer with respect to bargaining with the collective bargaining representatives of Active Hired Employees subsequent Seller related to the Closing; or Business arising after the Closing Date (e) other than any Assumed LiabilitiesLiability arising out of or relating to any breach that occurred prior to the Closing Date).