Common use of INDEMNIFICATION OF LOSSES Clause in Contracts

INDEMNIFICATION OF LOSSES. The Seller hereby indemnifies the Buyer against Losses (as defined below), and the Buyer hereby indemnifies the Seller against Losses, as set forth in this Section 6. If the Buyer shall have suffered a Loss by reason of (i) the breach of any of the representations or warranties or covenants made by the Seller herein, or (ii) any liability or claim arising prior to the Closing with respect to the Acquired Assets, the Buyer shall be indemnified for such Loss by the Seller as set forth in this Section 6; if the Seller shall have suffered a Loss by reason of (iii) the breach of any of the representations or warranties or covenants made by the Buyer herein, (iv) the manufacture or sale of any of the Acquired Assets by the Buyer after the Closing, or (v) the Assumed Contracts, the Seller shall be indemnified for such Loss by the Buyer as set forth in Section 6. The party who is requested to provide indemnity is herein referred to as "Indemnitor" and the party requesting indemnity is herein referred to as "Indemnitee." "Loss" shall mean any losses, liabilities, claims, damages and expenses incurred including, without limitation, penalties, fines, interest, amounts paid in settlement and reasonable fees and disbursements of counsel, and reasonable expenses incurred in connection with any investigation, action, suit or proceeding instituted against Indemnitee.

INDEMNIFICATION OF LOSSES. The Seller hereby indemnifies the Buyer against Losses (as defined below), and the Buyer hereby indemnifies the Seller against Losses, as set forth in this Section 6. If the Buyer shall have suffered a Loss by reason of (iI) the breach of any of the representations or warranties or covenants made by the Seller herein, or (ii) any liability or claim arising prior to the Closing with respect to the Acquired AssetsSeller's Business (except the Assumed Liabilities but including the claims and litigation disclosed on SCHEDULE 3(o)), or (iii) the Loss or limitation of any license or intellectual property rights by reason of the filing of a bankruptcy proceeding by any licensor of the Seller prior to the Closing, the Buyer shall be indemnified for such Loss by the Seller as set forth in this Section 6; if the Seller shall have suffered a Loss by reason of (iii) the breach of any of the representations or warranties or covenants made by the Buyer herein, herein (iv) the manufacture or sale of any of the Acquired Assets Seller's Products by the Buyer after the Closing, or (v) the Assumed ContractsLiabilities, the Seller shall be indemnified for such Loss by the Buyer as set forth in Section 6. The party who is requested to provide indemnity is herein referred to as "Indemnitor" and the party requesting indemnity is herein referred to as "Indemnitee." "Loss" shall mean any losses, liabilities, claims, damages and expenses incurred incurred, including, without limitation, penalties, fines, interest, amounts paid in settlement and reasonable fees and disbursements of counsel, and reasonable expenses incurred in connection with any investigation, action, suit or proceeding instituted against Indemnitee.

INDEMNIFICATION OF LOSSES. The Seller hereby indemnifies the Buyer against Losses (as defined below), and the Buyer hereby indemnifies the Seller Seller, Hxxxxxxxx and each of the Management Employees against Losses, as set forth in this Section 6. If the Buyer shall have suffered a Loss by reason of (i) the breach of any of the representations or warranties or covenants made by the Seller herein, or (ii) any liability or claim arising prior to the Closing with respect to the Acquired Assets, Assets or Assumed Contracts (except Losses related to Assumed Liabilities) the Buyer shall be indemnified for such Loss by the Seller as set forth in this Section 6; if . If the Seller Seller, Hxxxxxxxx or any of the Management Employees shall have suffered a Loss by reason of (iiix) the breach of any of the representations or warranties or covenants made by the Buyer herein, (iv) the manufacture or sale of any of the Acquired Assets by the Buyer after the Closing, or (vy) the Assumed Contracts, or (z) the Seller Assumed Liabilities the Seller, Hxxxxxxxx and the Management Employees shall be indemnified for such Loss by the Buyer as set forth in this Section 6. The party who is requested to provide indemnity is herein referred to as "Indemnitor" and the party requesting indemnity is herein referred to as "Indemnitee." "Loss" shall mean any losses, liabilities, claims, damages and expenses incurred including, without limitation, penalties, fines, interest, amounts paid in settlement and reasonable fees and disbursements of counsel, and reasonable expenses incurred in connection with any investigation, action, suit or proceeding instituted against Indemnitee.

INDEMNIFICATION OF LOSSES. The Seller hereby indemnifies the Buyer against Losses (as defined below), and the Buyer hereby indemnifies the Seller against Losses, as set forth in this Section 6. If the Buyer shall have suffered a Loss by reason of (i) the breach of any of the representations or warranties or covenants made by the Seller herein, or (ii) any liability or claim arising prior to the Closing with respect to the Acquired AssetsSeller's Business (except the Assumed Liabilities but including the claims and litigation disclosed on SCHEDULE 3(o)), or (iii) the Loss or limitation of any license or intellectual property rights by reason of the filing of a bankruptcy proceeding by any licensor of the Seller prior to the Closing, the Buyer shall be indemnified for such Loss by the Seller as set forth in this Section 6; if the Seller shall have suffered a Loss by reason of (iii) the breach of any of the representations or warranties or covenants made by the Buyer herein, herein (iv) the manufacture or sale of any of the Acquired Assets Seller's Products by the Buyer after the Closing, or (v) the Assumed ContractsLiabilities, the Seller shall be indemnified for such Loss by the Buyer as set forth in Section 6. The party who is requested to provide indemnity is herein referred to as "Indemnitor" and the party requesting indemnity is herein referred to as "Indemnitee." "Loss" shall mean any losses, liabilities, claims, damages and expenses incurred including, without limitation, penalties, fines, interest, amounts paid in settlement and reasonable fees and disbursements of counsel, and reasonable expenses incurred in connection with any investigation, action, suit or proceeding instituted against Indemnitee.is

INDEMNIFICATION OF LOSSES. The Seller hereby indemnifies the Buyer against Losses (as defined below), and the Buyer hereby indemnifies the Seller against Losses, as set forth in this Section 6. If the Buyer shall have suffered a Loss by reason of (i) the breach of any of the representations or warranties or covenants made by the Seller herein, or (ii) any liability or claim arising prior to the Closing with respect to the Acquired AssetsSeller's Business (except the Assumed Liabilities but including the claims and litigation disclosed on SCHEDULE 3(M)), the Buyer shall be indemnified for such Loss by the Seller as set forth in this Section 6; if the Seller shall have suffered a Loss by reason of (iii) the breach of any of the representations or warranties or covenants made by the Buyer herein, herein (iv) the manufacture or sale of any of the Acquired Assets Seller's Products by the Buyer after the Closing, or (v) the Assumed ContractsLiabilities, the Seller shall be indemnified for such Loss by the Buyer as set forth in Section 6. The party who is requested to provide indemnity is herein referred to as "IndemnitorINDEMNITOR" and the party requesting indemnity is herein referred to as "IndemniteeINDEMNITEE." "LossLOSS" shall mean any losses, liabilities, claims, damages and expenses incurred including, without limitation, penalties, fines, interest, amounts paid in settlement and reasonable fees and disbursements of counsel, and reasonable expenses incurred in connection with any investigation, action, suit or proceeding instituted against Indemnitee.