Common use of Indemnity Obligations of Purchaser Clause in Contracts

Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify, and hold harmless Seller, its Affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, advisers, and representatives and the respective successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) from and against, and to pay or reimburse Seller Indemnitees for, any and all Losses, directly or indirectly based on, resulting from, arising out of, in connection with, or relating to: (a) any misrepresentation, inaccuracy, or Breach of any representation or warranty of Purchaser contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith; (b) any failure of Purchaser to perform or comply with any covenant or agreement made or contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith, or fulfill any obligation in respect thereof; (c) any Taxes of Purchaser or any Affiliate of Purchaser for all Tax periods, and any Taxes that relate to the Purchased Assets, the Business, or any Transferred Employee for all Post-Closing Periods (regardless of when assessed); and/or (d) any failure of Purchaser to discharge the Assumed Liabilities.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.)

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Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify, and hold harmless SellerSellers, its their respective Affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, advisers, and representatives and the respective successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) from and against, and to pay or reimburse Seller Indemnitees for, any and all Losses, directly or indirectly based on, resulting from, arising out of, in connection with, or relating to: (a) any misrepresentation, inaccuracy, or Breach of any representation or warranty of Purchaser contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith, it being understood that, in determining the existence of, and amount of any Losses in connection with a claim under this Section 6.2(a), all representations and warranties shall be read without regard and without giving effect to any materiality (including any qualification noting “in all material respects” or words of similar import) or Material Adverse Effect or similar qualification contained therein (as if such qualification were deleted from such representation or warranty); (b) any failure of Purchaser to perform or comply with any covenant or agreement made or contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith, or fulfill any obligation in respect thereof; (c) any Taxes of Purchaser or any Affiliate of Purchaser for all Tax periods, and any Taxes that relate to the Purchased Assets, the Business, or any Transferred Employee for all Post-Closing Periods (regardless of when assessed); and/or (dc) any failure of Purchaser to discharge the Assumed LiabilitiesLiabilities in accordance with the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rent a Center Inc De)

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