Common use of Indemnification of the Buyer Clause in Contracts

Indemnification of the Buyer. From and after the Closing, the Seller agrees to indemnify, defend and save the Buyer and its directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a "Buyer Indemnified Party"), harmless from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for any and all losses, damages, expenses (including, without limitation, court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending, including, without limitation, those arising out of the enforcement of this Agreement), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the "Losses") sustained or incurred by such Buyer Indemnified Party relating to, caused by or resulting from: (a) Any misrepresentation or breach of warranty, or failure to fulfill or satisfy any covenant or agreement made by the Seller contained herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto or any covenant or agreement made by the Seller herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto; (b) Any liability of the Buyer for causes of action arising in connection with the SFS Business, the Purchased Assets or the Assumed Liabilities based, in whole or in part, upon actions or omissions which occurred prior to the Closing, or relating to the period prior to the Closing; (c) The Excluded Liabilities; and (d) The non-compliance of Seller with the provisions of any applicable bulk sales act governing the purchase and sale of the Purchased Assets.

Indemnification of the Buyer. From and after After the ClosingClosing Date for a period of two (2) years, the Seller agrees to indemnify, defend and save the Buyer and its directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a "Buyer Indemnified Party"), harmless from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for any and all losses, damages, expenses (including, without limitation, court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending, including, without limitation, those arising out of the enforcement of this Agreement), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the "Losses") sustained or incurred by such Buyer Indemnified Party relating to, caused by or resulting from: (a) Any misrepresentation or breach of warranty, or failure to fulfill or satisfy any covenant or agreement made by the Seller contained herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto or any covenant or agreement made by the Seller herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto; (b) Any liability of the Buyer for causes of action arising in connection with the SFS Business, the Purchased Assets or the Assumed Liabilities based, in whole or in part, upon actions or omissions which occurred prior to or on the ClosingClosing Date, or relating to the period prior to or on the ClosingClosing Date; (c) The Excluded Liabilities; and; (d) The Any liability of the Buyer to any creditor of the Seller and/or any liability which the Buyer may suffer or incur as a result of, in respect of, or arising out of the non-compliance of Seller with the provisions of any applicable bulk sales act governing the purchase and sale of the Purchased AssetsAssets with the provisions respecting the sale of an enterprise of the Civil Code of Quebec; and (e) Any liability of the Buyer for any federal taxes, GST, QST, other provincial sales taxes or other sales taxes, excise taxes, other provincial taxes and all other taxes, duties, governmental assessments or other like charges payable by Seller in connection with the conveyance and transfer of the Purchased Assets or otherwise.

Indemnification of the Buyer. From and after the Closing, the Seller agrees to indemnify, defend and save the Buyer and its directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a "Buyer Indemnified Party"), forever harmless from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for any and all losses, damages, expenses (including, without limitation, court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending, including, without limitation, those arising out of the enforcement of this Agreement), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the "Losses") sustained or incurred by such Buyer Indemnified Party relating to, caused by or resulting directly or indirectly from: (a) Any misrepresentation or breach of warranty, or failure to fulfill or satisfy any covenant or agreement made by the Seller contained herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto or any covenant or agreement made by the Seller herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto; (b) Any liability of the Buyer for causes of action arising in connection with the SFS BusinessViractin Product Line, the Purchased Assets or the Assumed Liabilities based, in whole or in part, upon actions acts, omissions or omissions events which occurred on or prior to the ClosingTransition Date, or relating to the period prior to the ClosingTransition Date, except as set forth in the Assignment and Assumption Agreement; (c) The Excluded Liabilities; and (d) The non-compliance of Seller with the provisions of any applicable bulk sales act governing the purchase and sale of the Purchased Assets.

Indemnification of the Buyer. From and after the Closing, the Seller agrees to indemnify, defend and save the Buyer and its directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a "Buyer Indemnified Party"), harmless from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for for. any and all losses, damages, expenses (including, without limitation, court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending, including, without limitation, those arising out of the enforcement of this Agreement), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the "Losses") sustained or incurred by such Buyer Indemnified Party relating to, caused by or resulting from: (a) Any misrepresentation or breach of warranty, or failure to fulfill or satisfy any covenant or agreement agreement, made by the Seller contained herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto or any covenant or agreement made by the Seller herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto; (b) Any liability of the Buyer for causes of action arising in connection with the SFS Business, Brookfield Business or the Purchased Assets or to the Assumed Liabilities based, in whole or in part, extent based upon actions or omissions which occurred prior to the Closing, or relating to the period prior to the ClosingClosing (provided that nothing herein shall require Seller to indemnify any Buyer Indemnified Party in respect of the Assumed Liabilities); (c) The Excluded LiabilitiesLiabilities and Obligations; and (d) The non-compliance of Seller with the provisions of any applicable bulk sales act governing the purchase and sale of the Purchased Assets.,