Common use of Indemnification of Sellers Clause in Contracts

Indemnification of Sellers. Subject to the terms and conditions of this Article VI, the Purchaser agrees to indemnify, defend and hold harmless Sellers, their affiliates, respective present and former employees and agents and his heirs, executors, administrators, successors and assigns (the “Seller Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of or resulting from, directly or indirectly: (a) the inaccuracy of any representation or breach of any warranty of Purchaser contained in or made pursuant to this Agreement; (b) the breach of any covenant or agreement of Purchaser contained in this Agreement; or (c) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of Purchaser in connection with this Agreement; provided, however, that Purchaser shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Sellers of any of their obligations under this Agreement or from any Seller Indemnified Party’s gross negligence, fraud or willful misconduct. Purchaser shall conduct the defense of such claims. Sellers agree to immediately notify Purchaser of any claims and to cooperate with Purchaser’s defense of the claims, at Purchaser’s expense. Sellers further agree to retain all records of the corporation, effective before the Closing Date so that the records may be available to Purchaser in conduct of the defense against any such claims.

Indemnification of Sellers. Subject to the terms and conditions of this Article VI, the Purchaser agrees to indemnify, defend and hold harmless Sellers, their affiliates, respective present and former employees and agents and his heirs, executors, administrators, successors and assigns (the “Seller Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of or resulting from, directly or indirectly: (a) the inaccuracy of any representation or breach of any warranty of Purchaser contained in or made pursuant to this Agreement; (b) the breach of any covenant or agreement of Purchaser contained in this Agreement; or; (c) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of Purchaser in connection with this Agreement; or (d) the conduct of the business of the Company after the date of Closing; provided, however, that Purchaser shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Sellers of any of their obligations under this Agreement or from any Seller Indemnified Party’s gross negligence, fraud or willful misconduct. Purchaser shall conduct the defense of such claims. Sellers agree to immediately notify Purchaser of any claims and to cooperate with Purchaser’s defense of the claims, at Purchaser’s expense. Sellers further agree to retain all records of the corporation, effective before the Closing Date so that the records may be available to Purchaser in conduct of the defense against any such claims.

Indemnification of Sellers. Subject to the terms and conditions of this Article VIVII, the Purchaser agrees to indemnify, defend and hold harmless Sellers, their respective affiliates, its respective present and former directors, officers, shareholders, employees and agents and his its respective heirs, executors, administrators, successors and assigns (the “Seller Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of or resulting from, directly or indirectly: (a) the inaccuracy of any representation or breach of any warranty of Purchaser contained in or made pursuant to this Agreement; (b) the breach of any covenant or agreement of Purchaser contained in this Agreement; or; (c) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of Purchaser in connection with this Agreement; or (d) the conduct of the business of the Company after the date of Closing; provided, however, that Purchaser shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Sellers of any of their its obligations under this Agreement or from any Seller Indemnified Party’s gross negligence, fraud or willful misconduct. Purchaser shall conduct the defense of such claims. Sellers agree to immediately notify Purchaser of any claims and to cooperate with Purchaser’s defense of the claims, at Purchaser’s expense. Sellers further agree to retain all records of the corporation, including but not limited to all contracts with customers effective before the Closing Date closing date so that the records may be available to Purchaser in conduct of the defense against any such claims.