Obligation of Seller to Indemnify. Seller shall indemnify Buyer and hold harmless and, upon Buyer's request, defend Buyer, its affiliates, subsidiaries, directors, officers, employees, agents and assigns of each from and against any claims, demands, causes of action, proceedings, losses, liabilities, damages, deficiencies, interest, penalties, expenses, judgments and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer (collectively, "Losses") provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect of:
(i) The breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement or in any document or other writing delivered pursuant to this Agreement;
(ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission occurring on or prior to the Closing Date related in any way to any product manufactured or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer;
(iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property;
(iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and
(v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent suc...
Obligation of Seller to Indemnify. Seller agrees to indemnify, ------------------------------------- defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or in the Exhibits hereto or (ii) breach by the Seller of any covenant or agreement contained in this Agreement.
Obligation of Seller to Indemnify. Seller agrees to indemnify, defend --------------------------------- and hold harmless Purchaser (and its directors, officers, employees, Affiliates, successors and assigns) from and against all losses, personal injuries, liabilities, damages, deficiencies, costs or expenses
(a) any breach of any representation and warranty of Seller contained in Section 5.1 of this Agreement (other than the representations and warranties contained in Subsections 5.1(e) and 5.1(h)) asserted in writing by Purchaser (or any Affiliate thereof) within twelve (12) months after the Closing Date;
(b) the operations of Seller with respect to the development, manufacture, marketing, packaging, distribution, use or sale of Products by or on behalf of Seller prior to the Closing Date;
(c) the operations of Seller with respect to packaging, distribution and administrative processing of Products by or on behalf of Seller from the Closing Date to the end of the Transition Period;
(d) any breach of the representations and warranties of Seller contained in Subsections 5.1(e) and 5.1(h) or any failure of Seller to comply with any of its obligations, covenants or agreements set forth in this Agreement;
(e) any and all obligations or liabilities arising or resulting from Seller's obligations under the Original Agreement, other than those described in subsection (b) above, prior to the Closing Date;
(f) claims made by members of the Targeted Sales Force who accept employment with Purchaser, which claims arise from acts or omissions by Seller occurring prior to the expiration of their employment with Seller; and
(g) any liabilities of Seller, other than the Liabilities, which arise out of the Anesta Technology or the Assets, Products, or Licensed Products.
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates, successors and assigns and Representatives) from and against all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, the "Losses")) based upon, arising out of or otherwise in respect of:
(a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Seller or the Stockholder contained in this Agreement or in any Schedules, instrument or documents delivered pursuant to this Agreement;
(b) any obligation or liability arising in connection with the Business from or in respect of any event or circumstance occurring prior to the Closing Date;
(c) any and all Losses resulting from any adjustment to any accounts receivable or prior billxxxx xx Seller for the period from October 1, 1996 through Closing, other than those contained in allowances for doubtful accounts as set forth in the books and records of Seller as of the date hereof; and
(d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees 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.
Obligation of Seller to Indemnify. Seller agrees to indemnify, defend, and hold harmless Buyer (and its directors, officers, shareholders, employees, Affiliates, successors, assigns, and representatives) from and against all claims, losses, damages, Liabilities, or other expenses (including reasonable consultants’ and attorneys’ fees and disbursements), net of any applicable insurance proceeds actually received (collectively, the “Indemnifiable Losses”), based upon, arising out of, or otherwise in respect of:
(a) any inaccuracy in or any breach of any representation, warranty, or covenant of Seller contained in this Agreement or in any schedule, exhibit, instrument, or document delivered under this Agreement;
(b) the employee-related Liabilities referenced in Section 8.3, in accordance with the provisions of that section;
(c) Seller’s operation of the Business and Acquired Assets and all Liabilities of Seller existing prior to the Closing; and
(d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees, costs, and expenses and including reasonable consultants’ fees, costs, and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid or to oppose the imposition of any action, suit, proceeding, claim, demand, assessment, judgment, cost or expense or in enforcing this indemnity.
Obligation of Seller to Indemnify. Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements) (“Losses”) based upon, arising out of, or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant, agreement of Seller contained in this Agreement, the Seller Xxxx of Sale or the Seller Assignment and Assumption Agreement (including the representations and warranties provided under Section 5.4, if any); provided that Seller’s indemnification obligations hereunder shall be subject to the express limitations of Section 3.4 and Section 5 and (ii) the ownership, rental, maintenance, use or operation of (a) each item of Seller Equipment and the Seller Leases prior to the date hereof and (b) any Replacement Cars and any related leases prior to the date of delivery thereof. Buyer’s sole remedy for any breach of any representation or warranty of Seller expressly set forth in this Agreement shall be for indemnification pursuant to this Section 7 or for repurchase or replacement of railcars pursuant to Section 5.
Obligation of Seller to Indemnify. Subject to the limitations set forth in Sections 9.1 and 9.8, Seller shall indemnify, defend and hold harmless Buyer 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 Seller in this Agreement; and (ii) the failure by Seller 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.
Obligation of Seller to Indemnify. Seller agrees to indemnify, defend and hold harmless the Buyer (and the Buyer's directors, officers, employees, affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (including interest, penalties and fees, expenses and disbursements of attorneys, experts and consultants) ("Losses") incurred by the indemnified party in any action or proceeding between the indemnifying party and the indemnified party, or between the indemnified party and any third party, or otherwise based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any Documents delivered by the Seller or the Company pursuant to this Agreement.
Obligation of Seller to Indemnify. Subject to the limitations contained Section 3.2 and Section 8.4(a), Seller agrees to indemnify, defend and hold harmless Purchaser from and against all Losses actually incurred by Purchaser based upon, arising out of or otherwise in respect of:
(a) any breach of any representation or warranty of Seller contained in this Agreement,
(b) Seller’s breach of any covenants or agreements contained in this Agreement, including the indemnification obligation set forth in Section 4.4(a) and Article 5, and
(c) Seller’s failure to perform or satisfy any Retained Liability.
Obligation of Seller to Indemnify. Seller agrees to indemnify, defend and hold harmless Buyer (and Buyer’s directors, officers, employees, agents, Affiliates and assigns) (collectively, the “Buyer Indemnitees”) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys fees) (“Losses”) incurred by any such Buyer Indemnitees based upon, arising out of or otherwise in respect of:
(a) any inaccuracy in, or any breach of, any representation or warranty of Seller contained in this Agreement or any Related Agreement;
(b) any material breach by Seller of any covenant or agreement contained in this Agreement or in any Related Agreement;
(c) any Excluded Liability (but, for the avoidance of doubt, excluding any Post-Closing Liabilities);
(d) any claim or demand for commission or other compensation by any broker, finder, agent or similar intermediary claiming to have been employed or retained by or on behalf of Seller, whether or not included in clause (a);
(e) any claim made by any federal, state, local or foreign tax authority based upon, arising out of or otherwise in respect of obligations for any of Seller’s Taxes (but excluding Transfer Taxes); and
(f) any fraud of Seller.
