Indemnification of the Purchaser. From and after the Closing, the Seller shall indemnify and hold harmless, to the fullest extent permitted by Law, the Purchaser and its directors, employees, officers, Affiliates, partners and equity holders, and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all means all Losses based upon, arising out of or incurred as a result of any of the following: (a) any breach of, or any inaccuracy in, any representation or warranty made by the Seller in this Agreement; (b) any breach or default in performance by the Seller of its covenants or agreements contained in this Agreement; or (c) any Excluded Liabilities or any Excluded Assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nbty Inc), Asset Purchase Agreement (Alphabet Holding Company, Inc.)
Indemnification of the Purchaser. From and after the First Closing, the Seller shall indemnify and hold harmless, to the fullest extent permitted by Law, the Purchaser and its directors, employees, officers, Affiliates, partners and equity holders, and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all means all Losses based upon, arising out of or incurred as a result of any of the following:
(a) any breach of, or any inaccuracy in, any representation or warranty made by the Seller in this Agreement;
(b) any breach or default in performance by the Seller of its covenants or agreements contained in this Agreement; or
(c) any Excluded Liabilities or any Excluded Assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alphabet Holding Company, Inc.), Asset Purchase Agreement (Nbty Inc)