Indemnity of Buyer. Buyer shall indemnify Seller against any loss, damage, cost or expense that Seller shall incur or suffer as a result of the breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or representation made by Buyer herein to and for the benefit of Seller.
Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, the Seller's managers, members, officers agents and employees and each Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Business after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closing, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.
Indemnity of Buyer. Buyer shall indemnify, defend and hold Seller ------------------ harmless against any and all losses, damages, liabilities or expenses (including attorneys' fees and costs) arising from any act or omission of Buyer, or violation of any law or regulation in connection with the handling by Buyer of any Loan after Closing Date.
Indemnity of Buyer. Subject to the limitations of paragraph 7.3, Seller and Shareholders, jointly and severally, agree to indemnify, defend, and hold Buyer, its owners, officers, agents, representatives, successors and assigns, jointly and severally, harmless from and against each, any, and all actions, suits, causes of action, losses, costs, claims, assessments, damages, response costs, liabilities, fines, funding or termination liabilities, judgments, and expenses (singly, a "Claim", collectively, the "Claims") asserted by a third party or parties against each, any, or all of them arising from, based upon, or on account of, in whole or in part, each, any one or more, or all of the following, whenever occurring: (i) any breach, failure to perform, or non-fulfillment by Seller or Shareholders of any covenant, agreement, term, condition, certificate, representation, or warranty contained in this Agreement or in any document delivered, or caused to be delivered to Buyer by Seller or the Shareholders, (ii) any untruth, misrepresentation, omission, or inaccuracy with respect to or contained in any such covenant, agreement, certificate, representation, or warranty, including any statement or figure contained in any of the Financial Statements, (iii) any violation of any law, rule, or regulation (or any act or failure to act) by Seller or any one or more of its officers, directors, agents, servants, or employees (or by others for whom Seller is responsible), (iv) any agreement made by, Claim against, or asserted liability of Seller, other than those expressly assumed by Buyer at Closing pursuant to paragraph 3.4, (v) the conduct of Seller's business or Seller's ownership, use, or operation of the Property Sold, or any part or parts thereof, (vi) any payment received by Seller, directly or indirectly, (vii) any failure by Seller to comply with the laws of the state of Seller's domicile relating to or applicable to the sale of Seller's assets contemplated hereby, or (viii) any Lien as to all or any part of the Property Sold, other than a Permitted Lien; provided, however, that the obligation to indemnify hereunder shall in no event exceed, in the aggregate, the amount of the Purchase Price. As to each Claim, the obligations arising hereunder shall include, but not be limited to, an obligation to pay to or for Buyer all costs incurred in investigating, defending, or settling such Claim (including all reasonable attorneys' or experts' fees).
Indemnity of Buyer. Buyer shall indemnify and hold Seller harmless from and against any and all costs, claims, liabilities, loss and causes of action, including but not limited to attorneys’ and paralegal fees (collectively, the “Seller’s Claims”) arising from events occurring on the Closing Date or at any time thereafter, with respect to the condition, repair, leasing, sale, operation, utility, use, cleaning, destruction, scrapping, ownership or management of the Purchased Assets, including without limitation any liability arising from the transportation, storage or release from any of the Purchased Assets of any substance. Upon payment of such indemnity, Buyer shall be subrogated to Seller’s rights against any third parties respecting such Seller’s Claims, and Seller shall cooperate with Buyer in all reasonable respects to enable Buyer to obtain the benefits of such subrogation. Buyer’s obligations under this Section 7 shall survive any sale or other transfer of any of the Transferred Assets to any other party.
Indemnity of Buyer. Buyer agrees to defend, indemnify, and hold Mermet harmless from and against any and all claims, demands, liabilities, losses, costs and expenses (including, without limitation, reasonable attorney’s fees and costs of investigation), irrespective of the theory upon which based (including, without limitation, negligence and strict liability), Mermet may suffer or incur as a result of any claims, demands, or actions against Mermet by third parties arising out of the sale, delivery, installation or servicing of products sold or delivered to Buyer hereunder or in connection with the use, condition, possession, installation, ownership, selection, transportation, loading, unloading, maintenance or return of any product sold or delivered to Buyer hereunder, including, without limitation, claims for injury to person or property (including death); provided, however, that Buyer shall xxxx no liability to Mermet hereunder for damages, losses or expenses resulting solely from Mermet’s negligence.
Indemnity of Buyer. Buyer shall indemnify, defend and hold harmless Sellers, their Affiliates and their successors and permitted assigns from and against, and shall pay and reimburse the foregoing Persons for, any and all Losses relating to or arising out of:
(a) the inaccuracy (or alleged inaccuracy if asserted by a third party) of any representation or warranty of Buyer contained in this Agreement or any certificate or other document delivered by or on behalf of Buyer in connection herewith; and/or
(b) any breach of any covenant or agreement of Buyer contained in this Agreement.
Indemnity of Buyer. Buyer shall indemnify Seller and its affiliates, directors, officers, shareholders, employees, agents, representatives, successors and assigns (collectively, the "Seller Indemnitees") against any and all claims, and losses, liabilities, damages, expenses, including reasonable attorney's fees and costs of suit, to Seller (i) resulting from or related to any breach of Buyer's covenants, warranties and representations contained in this Agreement and (ii) resulting from, relating to or in connection with the operations of the Company and the Subsidiaries subsequent to the Closing Date, including without limitation, the sale of products by the Company and the Subsidiaries under the "Xxxxxxxxx" brand name subsequent to the Closing Date (other than with respect to infringement actions by third parties relative to the use of the "Xxxxxxxxx" brand name).
Indemnity of Buyer. (a) Asahi shall indemnify, defend and hold harmless Buyer against and in respect of any and all losses, costs, liabilities, actual damages, claims, causes of action, litigation, judgments, suits, proceedings, costs, disbursements, expenses, including but not limited to interest, penalties and reasonable attorneys' fees, but excluding consequential damages (collectively, "Losses"), incurred or suffered by Buyer which arise from, are based upon or relate to, (i) any breach by Asahi of any representation or warranty contained in the Agreement, or (ii) the failure by Asahi to perform any covenant or agreement required by this Agreement or any schedule, certificate, exhibit or other instrument furnished or to be furnished by it pursuant to this Agreement.
(b) The preceding paragraph notwithstanding, there shall be no entitlement to indemnification under Section 6.1(a)(i) unless the amount of indemnification to which Buyer would be entitled in respect of a Loss or the aggregate amount of all Losses described in Section 6.1(a)(i) shall exceed $30,000. If the aggregate amount of all Losses shall exceed $30,000, Buyer shall be entitled to indemnification for the entire amount thereof, not just for the portion in excess of $30,000; provided, however, that Buyer shall not be entitled to any amounts in excess of the Purchase Price.
Indemnity of Buyer. Buyer hereby agrees to defend, indemnify and hold Seller (and its officers, directors, agents, employees, Affiliates, successors and assigns) harmless from, against and in respect of any and all losses, liabilities, expenses or damages (including reasonable counsel fees) based upon, arising out of or otherwise is respect of:
(a) any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Buyer contained herein or in any other Transaction Document or in any certificate, document or instrument delivered to Seller hereunder or in connection herewith;
(b) any and all liabilities whether accrued, absolute or contingent arising out of or relating to the Assets or the Operations which event or circumstances occurred on or after the Closing Date;
(c) any actual or threatened litigation relating to the business or Operations of the Buyer with respect to events occurring on or after the Closing Date;
(d) any and all losses, liabilities, expenses or damages arising out of any Plans of Buyer or their termination;
(e) any claim by any employee or former employee of the Buyer arising out of his or her employment or the termination thereof; and
(f) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.
