Indemnity of the Seller. The Seller shall jointly and severally indemnify, defend and hold harmless the Purchaser from and against, and shall reimburse the Purchaser with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by the Purchaser by reason of, arising out of, or in connection with any breach of any representation, warranty or covenant contained in this Agreement made by Seller or in any other document or certificate delivered by Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby or thereby.
Indemnity of the Seller. For a period of two (2) calendar years following the date of the Closing the Seller shall indemnify, defend and hold harmless the Purchaser from and against, and shall reimburse the Purchaser with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by such Purchaser by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Seller or in any document or certificate delivered by the Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of the Seller. The Seller agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the Seller or in any document or certificate delivered by the Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of the Seller. The Seller agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all losses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the Seller or in any document or certificate delivered by the Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that the Seller shall have responsibility hereunder only for the representations and warranties made by the Seller.
Indemnity of the Seller. The Seller hereby agrees to indemnify, hold harmless and pay and reimburse Buyer and its directors, officers, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred, as and when incurred, by such Indemnified Persons (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of (a) any breach or alleged breach of any representation or warranty of the Seller contained in this Agreement, (b) any breach of any covenant or agreement of the Seller contained in the Agreement and (c) any failure by the Seller to satisfy the Excluded Liabilities. The Seller further agrees that it shall not 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, without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
Indemnity of the Seller. The Buyer agrees to indemnify and hold the Seller harmless from and with respect to any and all Losses related to or arising directly or indirectly out of any of the following:
Indemnity of the Seller. The Seller and, with respect only to claims made hereunder by Buyer prior to the Closing, OSB, hereby jointly and severally agree to indemnify, hold harmless and reimburse Buyer and its directors, officers, stockholders, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of any breach or alleged breach of any representation, warranty, covenant or agreement of OSB or the Seller contained in this Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or
Indemnity of the Seller. The Seller and, with respect only to claims made hereunder by Buyer prior to the Closing, SAIF, hereby jointly and severally agree to indemnify, hold harmless and reimburse Buyer and its directors, officers, stockholders, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of any breach or alleged breach of any representation, warranty, covenant or agreement of SAIF or the Seller contained in this Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and dis-
Indemnity of the Seller. The Buyer agrees to indemnify, defend and hold the Seller harmless from and against, and agrees to pay to the Seller the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to the Seller, either directly or indirectly, from (i) any inaccuracy in any representation or warranty, or any breach of any covenant or agreement, made by the Buyer and contained in this Agreement, or actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses (including reasonable attorneys' fees) relating to the foregoing, (ii) any claim arising out of or related to the conduct of the Business after the Closing, (iii) the Buyer's failure to pay, discharge or perform any liabilities or obligations assumed by the Buyer with respect to the Assumed Contracts or otherwise, or (iv) any breach by the Buyer of its obligations under this Agreement or the Lease.
Indemnity of the Seller. In addition to its obligations under Section 6.4 below, the Seller agrees to indemnify, defend and hold harmless and reimburse the Purchaser and Purchaser’s member, and the officers, directors, agents and employees of Purchaser’s member (“Purchaser Indemnitees”) from and against, and to reimburse the Purchaser with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by any Purchaser Party by reason of, arising out of, or in connection with (i) any material breach of any representation, warranty or covenant contained in this Agreement or made by the Seller or in any document or certificate delivered by the Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby (ii) the Company’s operations prior to the Closing, including without limitation any acts or omissions by the Company or Seller, or any affiliate or agent of either, occurring prior to the Closing, or any obligations of the Company arising prior to the Closing, or (iii) the Unrelated Assets and/or Prior Activities..
