Common use of Indemnification of Seller by Buyer Clause in Contracts

Indemnification of Seller by Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and Shareholders from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), arising out of any inaccuracy of any representation or warranty set forth in this Agreement or the breach of any covenant made by Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Packaged Ice Inc), Asset Purchase Agreement (Packaged Ice Inc)

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Indemnification of Seller by Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and Shareholders from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), arising out of or relating to any inaccuracy of any or representation or warranty set forth in this Agreement or the breach of any covenant made by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaged Ice Inc)

Indemnification of Seller by Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and Shareholders from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), Damages arising out of or relating to any inaccuracy of or any representation or warranty set forth in this Agreement or the breach of any covenant made by BuyerBuyer in or pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Packaged Ice Inc)

Indemnification of Seller by Buyer. Buyer hereby agrees to indemnify, defend and hold harmless indemnify Seller and Shareholders from and against for any and all losses, claims, suitsdamages, lossestaxes (of any nature), expenses (legal, accounting, investigation including costs of investigations and otherwise), damages reasonable legal fees and expenses at trial or an appeal and without initiation of suit) or other liabilities (including, without limitation, tax liabilities), arising which arise out of or result from 1) customer, employee or vendor claims that arise from Buyer's failure to perform its obligations after the Closing, or 2) any inaccuracy of any representation misrepresentation or warranty set forth in this Agreement or the breach of any warranty, representation or covenant of Buyer made by Buyerin the Agreement.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Cyberguard Corp)

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Indemnification of Seller by Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and Shareholders from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), only those Damages arising out of or relating to (i) any inaccuracy of or any representation or warranty of Buyer set forth in this Agreement or Agreement, (ii) the breach of any covenant made by BuyerBuyer in or pursuant to this Agreement, or (iii) any and all Damages arising out of the conduct of the Business or the ownership of the Assets by Buyer after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaged Ice Inc)

Indemnification of Seller by Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and Shareholders from and against any and all claims, suits, losses, expenses (legal, accounting, investigation and otherwise), damages and liabilities (including, without limitation, tax liabilities), only those Damages arising out of or relating to any inaccuracy of or any representation or warranty of Buyer set forth in this Agreement or the breach of any covenant made by BuyerBuyer in or pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaged Ice Inc)

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