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Common use of Obligations of Buyer Clause in Contracts

Obligations of Buyer. Buyer agrees to indemnify and hold harmless the Seller, their Affiliates and their respective partners, directors, officers, employees, agents and assigns from and against any and all Losses incurred directly or indirectly by them as a result of, or directly or indirectly based upon or arising from, any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Response Usa Inc), Purchase Agreement (BKR Inc)

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Obligations of Buyer. Buyer agrees to indemnify and that it will indemnify, hold harmless the Seller, their Affiliates and their respective partners, defend Seller and each of its directors, officers, employeesstockholders, employees and agents and assigns from and against any and all Losses incurred directly Liabilities that arise from or indirectly by them as are in connection with: (a) a result of, or directly or indirectly based upon or arising from, any inaccuracy in or breach or nonperformance default by Buyer of any of the representations, warranties, his respective covenants or agreements made by Buyer contained in or pursuant to this Agreement; (b) the operation of the Purchased Restaurants from and after the Closing, other than any act or omission of Seller; and (c) the Assumed Obligations.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Staceys Buffet Inc), Asset Purchase Agreement (Star Buffet Inc)

Obligations of Buyer. Buyer agrees to indemnify and hold harmless the Seller, their Affiliates Sellers and their respective partners, directors, officers, employees, affiliates, agents and assigns from and against any and all Losses incurred Losses, directly or indirectly by them indirectly, as a result of, or directly or indirectly based upon or arising from, : (A) any inaccuracy in or breach or nonperformance of any representation, warranty or covenant of the representations, warranties, covenants or agreements Buyer made by Buyer in or pursuant to this Agreement; (B) any liability or obligation of, or claims against, Buyer or its business; and (C) any liability or obligation relating to the Assets arising after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (St John Knits Inc)

Obligations of Buyer. Buyer agrees to indemnify and hold harmless the Seller, their Affiliates each Seller and their its respective partners, directors, officers, employees, Affiliates, agents and assigns from and against any and all Losses incurred losses, directly or indirectly by them as a result of, or directly or indirectly based upon or arising from, any inaccuracy in or breach or nonperformance of any representation, warranty or covenant of the representations, warranties, covenants or agreements Buyer made by Buyer in or pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Learning Co Inc)

Obligations of Buyer. Buyer agrees to indemnify and hold harmless the Seller, their Affiliates Seller and their respective partners, its directors, officers, employees, Affiliates (and directors, officers and employees of such Affiliates), agents and assigns from and against any and all Losses incurred directly of Seller arising from, under or indirectly by them related to, or as a result of, or directly or indirectly based upon or arising from, of (a) any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this Agreement or the Related Agreements, (b) any other breach by Buyer of this Agreement, (c) the liabilities assumed by Buyer in Section 2.2 above.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cinergi Pictures Entertainment Inc)

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Obligations of Buyer. Buyer agrees to will indemnify and hold harmless the Seller, their Affiliates and their respective partners, directors, officers, employees, agents and assigns Sellers from and against any and all Losses incurred of the Sellers, directly or indirectly by them indirectly, as a result of, or directly or indirectly based upon or arising from, any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this AgreementAgreement or arising from Buyer's conduct of the Business after the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Power One Inc)

Obligations of Buyer. Buyer agrees to indemnify and hold harmless the Seller, their Affiliates Seller from and their against any Losses of Seller and its respective partners, directors, officers, employeesemployers, affiliates, partners, agents and assigns from and against any and all Losses incurred assigns, directly or indirectly by them indirectly, as a result of, or directly or indirectly based upon or arising from, from (a) any material inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this Agreement; or (b) any Order or Action arising out of operation of the Business on or after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Outdoor Holdings Inc)

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