Common use of Indemnification of Buyer by Seller Clause in Contracts

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 affiliates from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities, including, without limitation, tax liabilities (hereinafter, collectively "Damages"), arising out of or relating to (i) any liability or obligation of Seller, (ii) any inaccuracy of any representation or warranty set forth in this Agreement or the breach of any covenant made by Seller in or pursuant to this Agreement, or (iii) the conduct of, or conditions existing with respect to the Assets prior to Closing,.

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaged Ice Inc)

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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, and assigns and affiliates from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities, liabilities (including, without limitation, tax liabilities (hereinafter, collectively "Damages"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 Closing, and (iii) any inaccuracy of any representation or warranty set forth in this Agreement or the breach of any covenant made by Seller in or pursuant to this Agreement, or (iii) the conduct of, or conditions existing with respect to the Assets prior to Closing,.

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaged Ice Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaged Ice Inc)

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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, and assigns and 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 liabilities (hereinafter, collectively "Damages"liabilities), arising out of or relating to (i) any liability the conduct of, or obligation of Sellerconditions existing with respect to, the Assets prior to the Closing; (ii) any inaccuracy of any representation or warranty set forth in this Agreement or Agreement; (iii) the breach of any covenant made by Seller in or pursuant to this Agreement, ; or (iiiiv) any obligation whatsoever arising from Seller's occupancy of the conduct of, Real Property on or conditions existing with respect to before the Assets prior to Closing,Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaged Ice Inc)

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