Common use of Indemnification of Buyer and SFX; Appointment of Representative Clause in Contracts

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing Partners, on the other hand (but individually on a basis equal to each Signing Partner's equity interest in Seller as a proportion of all equity interests in Seller held by Signing Partners), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing Partners, on the other hand (but individually on a basis equal to each Signing Partner's equity interest in Seller as a proportion of all equity interests in Seller held by Signing Partners), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates; provided, however, that no Signing Stockholder shall be required to indemnify, defend and hold harmless Buyer or SFX based solely upon a breach or default by any other Signing Stockholder of any of the representations or warranties contained in Section 6 hereof.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing PartnersStockholders, on the other hand (but individually on a basis equal to each Signing PartnerStockholder's equity interest in Seller as a proportion of all equity interests in Seller held by Signing PartnersStockholders), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners Stockholders contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners Stockholders prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing PartnersStockholders, on the other hand (but individually on a basis equal to each Signing Partner's equity interest in Seller as a proportion of all equity interests in Seller held by Signing Partners49% for Xx. Xxxxxxx, 29.18% for Xx. Xxxxx and 21.82% for Xx. Xxxxxxx), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners Stockholders contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners Stockholders prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates.