Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.
Obligation of Buyer to Indemnify. The Buyer hereby agrees to indemnify, defend, save and hold the Company, their respective members, managers, directors, officer, employees, agents and the Seller (hereinafter referred to as the “Seller Indemnitees”) harmless from and against any and all damage, liability, loss, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) (hereinafter together defined as the “Losses”) incurred or sustained by the Seller Indemnitees which arise out of or result from (i) the breach of any representation or warranty of the Buyer set forth in anywhere in this SPA, including but not limited to those set forth in Article V, and (ii) the breach of or failure to perform any covenant of the Buyer set forth in this SPA (including, but not limited to, any post-closing covenant). Notwithstanding the foregoing, (a) in no event will a Seller Indemnitee be entitled to indemnification hereunder unless or until the aggregate Losses suffered by the Seller Indemnitees, as a group, exceed One Hundred Fifty Thousand ($150,000.00) Dollars, whereupon all Losses suffered by the Seller Indemnitees shall be subject to indemnification hereunder.
Obligation of Buyer to Indemnify. After the Closing Date, Buyer shall indemnify, defend and hold harmless Seller (and its directors, officers, employees, agents, Affiliates and assigns) from and against all Losses resulting from, based upon or relating to:
Obligation of Buyer to Indemnify. Buyer shall indemnify, defend and hold harmless the Sellers and the Principals and their respective officers, directors, shareholders and affiliates (collectively, the "Seller Indemnified Parties") from and against any and all Losses with respect to the following:
Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless each Seller (and any successor or assignee thereof) from and against any Losses suffered or incurred by such Seller or any of the foregoing persons arising out of any breach of the representations and warranties of Buyer or of the covenants and agreements of Buyer contained in this Agreement or in the Schedules or any other Transaction Document.
Obligation of Buyer to Indemnify. Subject to the limitations set forth below and to the termination provisions set forth in Section 8.1, Buyer agrees to indemnify, defend and hold harmless the Stockholder from and against any Losses based upon, arising out of or otherwise in respect of (i) any material inaccuracy in or breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or in any Schedule, certificate, document or other papers delivered pursuant hereto, or (ii) any claim or demand for commission or other compensation by any broker, finder, agent or similar intermediary claiming to have been employed by or on behalf of Buyer.
Obligation of Buyer to Indemnify. Xxxxx agrees to indemnify, defend, and hold harmless Seller (and its directors, officers, shareholders, employees, Affiliates, successors, assigns, and representatives) from and against any Indemnifiable Losses based upon, arising out of, or otherwise in respect of:
Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, successors and assigns) from and against all Losses based upon, arising out of, or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or the Seller Assignment and Assumption Agreement. Seller’s sole remedy for any breach of any representation or warranty of Buyer expressly set forth in this Agreement shall be for indemnification pursuant to this Section 7.
Obligation of Buyer to Indemnify. Subject to the limitations set forth in Sections 9.1 and 9.8, Buyer shall indemnify, defend and hold harmless Seller and its directors, officers, employees, Affiliates, and their respective successors and assigns, from and against any Loss incurred by any of them based upon or arising out of (i) any breach of any representation or warranty made by Buyer in this Agreement; and (ii) the failure by Buyer to perform any unwaived covenant or agreement in this Agreement on its part to be performed; provided that such covenant or agreement survives the Closing Date in accordance with Section 9.1. 91
Obligation of Buyer to Indemnify. From and after the Closing Date, the Buyer shall indemnify, defend and hold harmless the Company, the Globisens Shareholders and Selling Parties’ directors, officers, employees, Affiliates and assigns (each, a “Globisens Shareholders Indemnified Party”) from and against any Losses, liabilities, damages (including incidental and consequential damages), deficiencies, costs, expenses (including interest, penalties and reasonable attorneys’ fees and disbursements) or diminution of value sustained or incurred by such Globisens Shareholders Indemnified Party relating to, caused by or resulting from:
