Obligation of Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless the Company against and in respect of any and all Losses which directly or indirectly arise, result from or relate to the breach by Purchaser of, or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements contained in this Agreement.
Obligation of Purchaser to Indemnify. (a) Regardless of any investigation at any time made by or on behalf of Sellers or of any knowledge or information that Sellers may have and subject to the limitations contained in this Section 10, Purchaser agrees to indemnify and hold the Sellers harmless from and against all Losses asserted against, imposed upon or incurred by the Sellers resulting from, arising out of or based upon any of the following:
(i) any breach of or inaccuracy in any representation or warranty of Purchaser contained in this Agreement or any Transaction Document;
(ii) any breach of any covenant or agreement made or to be performed by Purchaser pursuant to this Agreement or any Transaction Document;
(iii) any Assumed Liability;
(iv) any obligations relating to or arising under the WARN Act or similar state or local Law, in connection with the transactions contemplated under this Agreement to the extent such obligations relate to employees of Company on the Closing Date to whom Purchaser does not offer employment;
(v) except as otherwise specifically contemplated in this Agreement, the operation of the Business or any part thereof by the Purchaser from and after Closing; and
(vi) the costs to the Sellers of enforcing this indemnity against Purchaser, including, without limitation, all costs, fees and expenses of investigation, prosecution, defense and the fees and expenses of attorneys and other advisers. For the avoidance of doubt, notwithstanding the foregoing, Purchaser shall not be required to indemnify and hold harmless the Sellers for any Losses asserted against, imposed upon or incurred by the Sellers resulting from, arising out of or based upon an indemnification claim made by Purchaser under this Section 10 for breaches of representations and warranties relating to a Purchased Asset or an Assumed Liability.
Obligation of Purchaser to Indemnify. Purchaser hereby agrees to indemnify, defend and hold the Sellers and their successors, assigns and Representatives harmless from and against any Losses suffered by Sellers by reason of any breach of the representations and warranties of Purchaser or of the covenants and agreements of Purchaser contained in this Agreement, the Schedules or the Transaction Documents.
Obligation of Purchaser to Indemnify. Subject to the limitations set forth in Section 7.5, the Purchaser hereby agrees, to indemnify, defend and hold harmless the Seller from and against any Losses suffered by the Seller by reason of any breach of the representations and warranties of the Purchaser or of the covenants and agreements of the Purchaser contained in this Agreement, the Schedules attached hereto or any other Transaction Document.
Obligation of Purchaser to Indemnify. Purchaser 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:
(a) any breach of any representation and warranty of Purchaser contained in Section 5.3 of this Agreement (other than the representations and warranties contained in Subsections 5.3(b) and 5.3(c)) asserted in writing by Seller (or any Affiliate thereof) within twelve (12) months after the Closing Date;
(b) the operations of Purchaser with respect to or the development, manufacture, marketing, packaging, distribution, use or sale of Products by or on behalf of Purchaser on or after the Closing Date, except to the extent covered by Subsection 7.1(c);
(c) any breach of the representations and warranties of Purchaser contained in Subsections 5.3(b) and/or 5.3(c) or any Liability of Seller assumed by Purchaser pursuant to Section 2.4 or any failure by Purchaser to comply with any of its obligations, covenants or agreements under this Agreement; and
(d) any and all obligations or liabilities arising or resulting from Purchaser's obligations set forth in the Original Agreement prior to the Closing Date.
Obligation of Purchaser to Indemnify. Purchaser shall indemnify and hold Seller harmless, from, against and in respect of (i) any and all Damages incurred by Seller, resulting from the breach of any of the representations, warranties, covenants or agreements of Purchaser contained in this Purchase Agreement and (ii) any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys fees, and all other damages incident to the foregoing. The indemnification provided in this paragraph 9.02 shall be in addition to such other indemnification as is set forth and provided for in that certain letter agreement of even date by and between Buyer and Sellers.
Obligation of Purchaser to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 9, Purchaser hereby agrees to indemnify, defend and hold harmless the Company and the Stockholders from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.
Obligation of Purchaser to Indemnify. Subject to Sections 9.1, 9.4, 9.5, and 9.6 and this Section 9.3, Purchaser shall indemnify, defend and hold harmless Seller from and against all Losses that arise out of or result from, (i) the inaccuracy of any representation or warranty made by Purchaser pursuant to ARTICLE V to the extent not waived in writing by Seller and (ii) any Transfer Taxes. Notwithstanding any other provision of this Agreement: (i) the Purchasers’ total liability, including any liability for costs, fees, expenses (including legal expenses) and interest, (A) in respect of all claims for indemnification for the inaccuracy of any representation or warranty made by Purchaser pursuant to ARTICLE V is limited to 10% of the Allocated Asset Value, and (B) in respect of all claims for indemnification in relation to any Transfer Taxes is limited to the total amount of such Transfer Taxes less any portion of the Transfer Taxes paid by the Purchasers; and (ii) the Purchasers shall have no liability for any claim for indemnification unless the Seller gives written notice to the Purchasers of any matter or event that may give rise to such claim as soon as commercially practicable after the Seller becomes aware of such matter or event, with reasonable detail of such matter or event then known to the Seller, on or before the date being twelve (12) months from the Closing Date (the “Purchasers’ R&W Survival Period”).
Obligation of Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless (x) the Stockholders from and against all Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Purchaser contained in this Agreement or (ii) breach by the Purchaser of any covenant or agreement contained in this Agreement and (y) the directors of the Company approving the transactions contemplated by this Agreement from and against any Losses based upon, arising out of or otherwise in respect of such approval by such directors.
Obligation of Purchaser to Indemnify. Subject to the limitations contained in Sections 7.1 and 7.7, Purchaser agrees to indemnify, defend and hold Seller (and each of its officers, directors, employees, Affiliates and assigns) harmless from and against all Losses which may be asserted against, imposed upon or incurred by any of them by reason of, resulting from, or in connection with the following:
(i) any inaccuracy in or breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement; and
(ii) any breach of any covenant or agreement contained in, made, or to be performed by Purchaser pursuant this Agreement.
