Indemnification of Buyer by Seller. Seller agrees to indemnify, defend and hold harmless Buyer and Buyer's employees, agents, heirs, legal representatives, and assigns from and against any and all claims, suits, losses, expenses (legal, accounting, environmental, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), arising out of or relating to (i) the conduct of, or conditions existing with respect to, the Assets prior to the Closing; (ii) any inaccuracy of any representation or warranty set forth in this Agreement; (iii) the breach of any covenant made by Seller in or pursuant to this Agreement; or (iv) any obligation whatsoever arising from Seller's occupancy of the Real Property on or before the Closing Date.
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Indemnification of Buyer by Seller. Seller agrees to indemnify, defend and hold harmless Buyer and Buyer's employees, agents, heirs, legal representatives, and assigns from and against any and all claims, suits, losses, expenses (legal, accounting, environmental, investigation and otherwise), damages and liabilities (liabilities, including, without limitation, tax liabilitiesliabilities (hereinafter, collectively "Damages"), arising out of or relating to (i) the conduct ofany liability or obligation of Seller, or conditions existing with respect to, the Assets prior to the Closing; (ii) any inaccuracy of any representation or warranty set forth in this Agreement; (iii) Agreement or the breach of any covenant made by Seller in or pursuant to this Agreement; or Agreement or, (iviii) any obligation whatsoever and all Damages arising from Seller's occupancy out of the Real Property on conduct of the Business or before the Closing Dateownership of the Assets prior to the Closing.
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Indemnification of Buyer by Seller. Seller agrees to indemnify, defend and hold harmless Buyer and Buyer's employees, agents, heirs, legal representatives, and assigns from and against any and all claims, suits, losses, expenses (legal, accounting, environmental, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), arising out of or relating to (i) any liability or obligation of Seller, (ii) the conduct of, or conditions existing with respect to, the Business and Assets prior to the Closing; , and (iiiii) any inaccuracy of any representation or warranty set forth in this Agreement; (iii) Agreement or the breach of any covenant made by Seller in or pursuant to this Agreement; or (iv) any obligation whatsoever arising from Seller's occupancy of the Real Property on or before the Closing Date.
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Indemnification of Buyer by Seller. Seller agrees to indemnify, defend and hold harmless Buyer and Buyer's employees, agents, heirs, legal representatives, parent company, assigns and assigns affiliates from and against any and all claims, suits, losses, expenses (legal, accounting, environmental, investigation and otherwise), damages and liabilities (liabilities, including, without limitation, tax liabilitiesliabilities (hereinafter, collectively "Damages"), arising out of or relating to (i) the conduct ofany liability or obligation of Seller, or conditions existing with respect to, the Assets prior to the Closing; (ii) any inaccuracy of any representation or warranty set forth in this Agreement; (iii) Agreement or the breach of any covenant made by Seller in or pursuant to this Agreement; , or (iviii) any obligation whatsoever arising from Seller's occupancy of the Real Property on conduct of, or before conditions existing with respect to the Closing DateAssets prior to Closing,.
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