Common use of Indemnification of Seller Indemnified Parties Clause in Contracts

Indemnification of Seller Indemnified Parties. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, officers, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses which any of the Seller Indemnified Parties may suffer or for which any of the Seller Indemnified Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following: (a) any material inaccuracy or misrepresentation in, or breach of any representation or warranty of Buyer in this Agreement, any of the other Transaction Documents or any certificate, schedule, list or other instrument to be furnished by Buyer to Seller pursuant to this Agreement or any of the other Transaction Documents; (b) any breach or failure of Buyer to perform any covenant or agreement required to be performed by it pursuant to this Agreement or any of the other Transaction Documents after expiration of a reasonable cure period; and (c) any Third-Party Claim against any of the Seller Indemnified Parties resulting from, arising out of or in any way related to (i) the operation of the Business after the Closing Date, or (ii) the failure of Buyer to perform, pay or discharge any Assumed Liability.

Indemnification of Seller Indemnified Parties. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, officers, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses which any of the Seller Indemnified Parties may suffer or for which any of the Seller Indemnified Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following: (a) any material inaccuracy or misrepresentation in, or breach of any representation or warranty of Buyer in this Agreement, any of the other Transaction Documents or any certificate, schedule, list or other instrument to be furnished by Buyer to Seller pursuant to this Agreement or any of the other Transaction Documents; (b) any breach or failure of Buyer to perform any covenant or agreement required to be performed by it pursuant to this Agreement or any of the other Transaction Documents after expiration of a reasonable cure periodDocuments; and (c) any Third-Third Party Claim against any of the Seller Indemnified Parties resulting from, arising out of or in any way related to (i) the operation of the Business after the Closing Date, or (ii) the failure of Buyer to perform, pay or discharge any Assumed Liability.

Indemnification of Seller Indemnified Parties. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, officers, managers, members, employees, independent contractors, agents, his successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses which any of the Seller Indemnified Parties may suffer or for which any of the Seller Indemnified Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following: (a) any material inaccuracy or misrepresentation in, or breach of any representation or warranty of Buyer in this Agreement, any of the other Transaction Documents or any certificate, schedule, list or other instrument to be furnished by Buyer to Seller pursuant to this Agreement or any of the other Transaction Documents;; New Age Beverages Corporation 2400 00xx Xxxxxx Xxxxxx, XX 00000 (b) any breach or failure of Buyer to perform any covenant or agreement required to be performed by it pursuant to this Agreement or any of the other Transaction Documents after expiration of a reasonable cure period; (c) all Assumed Liabilities; and (cd) any Third-Party Claim against any of the Seller Indemnified Parties resulting from, arising out of or in any way related to (i) the operation of the Business after the Closing Date, or (ii) the failure of Buyer to perform, pay or discharge any Assumed Liability.

Indemnification of Seller Indemnified Parties. Buyer From and after the Closing, and subject to the terms and conditions of this Agreement, Parent shall indemnify, defend and hold harmless Seller each Company Indemnifying Party, its respective Affiliates (excluding, following the Closing, the Company) and its Affiliateseach of their respective successors, permitted assigns, officers, managers, membersdirectors, employees, independent contractors, agents, successors agents and assigns representatives (collectively, the “Seller Indemnified Parties”) from against, and against reimburse any and all Losses which any of the Seller Indemnified Parties Party for, all Damages that such Seller Indemnified Party may suffer or for which any of the Seller Indemnified Parties may incur, or become liable and which are based onsubject to, the result of, arise relating to or arising out of or are otherwise related to in connection with any of the following: (a) any material inaccuracy or misrepresentation in, or breach or failure of any representation or warranty of made by Buyer in this AgreementAgreement or in any document or certificate delivered by Buyer under this Agreement to be true, any complete and correct in all respects as of the other Transaction Documents or any certificate, schedule, list or other instrument to be furnished by Buyer to Seller pursuant to this Agreement or any of the other Transaction Documents;Closing Date; or (b) any breach or failure non-fulfillment of Buyer to perform any covenant or agreement required made or to be performed by it pursuant to Buyer in this Agreement or in any agreement or document entered into by Buyer in connection with this Agreement, except for a breach or non-fulfillment resulting from any action or failure to act by the Sellers or any of the other Transaction Documents after expiration of a reasonable cure period; and (c) any Third-Party Claim against any of the Seller Indemnified Parties resulting from, arising out of or in any way related to (i) the operation of the Business after the Closing Date, or (ii) the failure of Buyer to perform, pay or discharge any Assumed Liabilitytheir respective Affiliates.