Common use of Obligation of Seller to Indemnify Clause in Contracts

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. 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. 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 xxxxxxxx of 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. The Stockholder and SellerSubject to the limitations set forth in Section 7.5, jointly and severally, agree the Seller hereby agrees to indemnify, defend and hold harmless Buyer the Purchaser and the Subsidiaries (and its their directors, officers, employees, Affiliates, successors and successors, assigns and RepresentativesAgents) from and against all claimsClaims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties) (collectively, the "Losses")) based uponsuffered or incurred by the Purchaser or any of the foregoing Persons arising out of (a) any breach of the representations, warranties, covenants and agreements of the Seller or contained in this Agreement, the Schedules attached hereto or any other Transaction Document; (b) any Claim, including any Claim arising out of or relating to Environmental Laws, whether made before or after the date of this Agreement, or any litigation, proceeding or governmental investigation, including any Claim arising out of or relating to Environmental Laws, whether commenced before or after the date of this Agreement, arising out of the Business, or otherwise in respect of: (a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of relating to the Seller or the Stockholder contained in this Agreement Subsidiaries, prior to the Closing, or in otherwise arising out of any Schedulesact or occurrence prior to, instrument or documents delivered pursuant to this Agreement; any state or facts existing as of, the Closing, and (bc) any obligation liabilities existing at the Closing Date or liability arising in connection with the Business from out of acts, omissions or in respect of any event or circumstance events occurring prior to the Closing Date; (c) , except any and all Losses resulting from any adjustment liabilities to any accounts receivable or prior billxxxx xx Seller for be assumed by 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 Purchaser pursuant 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.Section 1.2(d)