Indemnification Covenants of Buyer. Subject to the limitations set forth in this Section 9, the Buyer shall defend, indemnify, save and keep harmless the Seller and its affiliates, managers, officers, members, agents or representatives and their respective successors and permitted assigns (the "Seller Indemnitees"), against and from all Damages sustained or incurred by any of the Seller Indemnitees as a result of or arising out of or relating to: (a) Any inaccuracy in a representation or breach of a warranty made by the Buyer in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement; or (b) The failure of the Buyer to comply with, or the breach by the Buyer of, any of the covenants contained in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement, to be performed by the Buyer; or (c) Any liability now or subsequently existing arising out of or in connection with the Business, solely to the extent that such liabilities and/or obligations relate to the acts or omissions of the Buyer subsequent to the Effective Date; except to the extent that any such liability is expressly retained by the Seller pursuant to this Agreement.
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Samples: Asset Purchase and Sale Agreement (Golden West Brewing Company, Inc.), Asset Purchase and Sale Agreement (Golden West Brewing Company, Inc.), Asset Purchase and Sale Agreement (Golden West Brewing Company, Inc.)
Indemnification Covenants of Buyer. Subject to the limitations set forth in this Section 98, the Buyer shall defend, indemnify, save and keep harmless the Seller and its affiliates, managersdirectors, officers, members, agents or representatives and their respective successors and permitted assigns (the "Seller Indemnitees"), against and from all Damages sustained or incurred by any of the Seller Indemnitees as a result of or arising out of or relating to:
(a) Any inaccuracy in a representation or breach of a warranty made by the Buyer in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement; or
(b) The failure of the Buyer to comply with, or the breach by the Buyer of, any of the covenants contained in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement, to be performed by the Buyer; or
(c) Any liability now or subsequently existing arising out of or in connection with the Business, solely to the extent that such liabilities and/or obligations relate to the acts or omissions of the Buyer subsequent to the Effective Date; except to the extent that any such liability is expressly retained by the Seller pursuant to this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Educational Products Inc), Asset Purchase and Sale Agreement (American Educational Products Inc)
Indemnification Covenants of Buyer. Subject to the limitations set forth in this Section 9, the Buyer shall defend, indemnify, save and keep harmless the Seller and its affiliates, managersdirectors, officers, members, agents or representatives and their respective successors and permitted assigns (the "Seller Indemnitees"), against and from all Damages sustained or incurred by any of the Seller Indemnitees as a result of or arising out of or relating to:
(a) Any inaccuracy in a representation or breach of a warranty made by the Buyer in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement; or
(b) The failure of the Buyer to comply with, or the breach by the Buyer of, any of the covenants contained in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement, to be performed by the Buyer; or
(c) Any liability now or subsequently existing arising out of or in connection with the Business, solely to the extent that such liabilities and/or obligations relate to the acts or omissions of the Buyer subsequent to the Effective Date; except to the extent that any such liability is expressly retained by the Seller pursuant to this Agreement.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (XML Global Technologies Inc), Asset Purchase and Sale Agreement (Southshore Corp /Co)
Indemnification Covenants of Buyer. Subject to the limitations set forth in this Section 910, the Buyer shall defend, indemnify, save and keep harmless the Seller and its affiliates, managers, officers, members, agents or representatives and their respective successors and permitted assigns (the "βSeller Indemnitees"β), against and from all Damages sustained or incurred by any of the Seller Indemnitees as a result of or arising out of or relating to:
(a) Any inaccuracy in a representation or breach of a warranty made by the Buyer in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement; or
(b) The failure of the Buyer to comply with, or the breach by the Buyer of, any of the covenants contained in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement, to be performed by the Buyer; or
(c) Any liability now or subsequently existing arising out of or in connection with the Business, solely to the extent that such liabilities and/or obligations relate to the acts or omissions of the Buyer subsequent to the Effective Date; except to the extent that any such liability is expressly retained by the Seller pursuant to this Agreement.
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