Purchaser's Indemnification Covenants. Purchaser shall indemnify, save and keep each Seller Indemnitee harmless against and from all Damages sustained or incurred by any Seller Indemnitee, as a result of or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser to Sellers herein or in any closing document delivered to Sellers in connection herewith; or
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of the covenants or obligations under this Agreement to be performed by Purchaser (including without limitation its obligations under this ARTICLE VIII).
Purchaser's Indemnification Covenants. Purchaser shall indemnify, save and keep harmless Seller and its successors and permitted assigns against and from all Damages sustained or incurred by any of then resulting from or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement or in any closing document delivered to Seller in connection with this Agreement;
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article XI);
Purchaser's Indemnification Covenants. Purchaser shall indemnify, save and keep harmless Seller its Affiliates, directors, officers, employees and agents, and its successors and permitted assigns ("Seller Indemnitees") against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement or in any closing document delivered to Seller in connection with this Agreement;
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement (including, without imitation, its obligations under this Article X);
(c) Purchaser's failure to pay, discharge and perform any of the Assumed Liabilities when due; or
(d) acts or omissions of Purchaser after the Closing Date and not constituting an Excluded Liability, including, without limitation, Purchaser's operation of the Division Business after the Closing Date (provided that such circumstances do not arise from Seller's breach of this Agreement).
Purchaser's Indemnification Covenants. Purchaser shall indemnify, save and keep harmless Seller and its successors and permitted assigns against and from all Damages sustained or incurred by Seller resulting from or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement or in related document;
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its respective covenants or obligations under this Agreement (including, without limitation, its obligations under this Article VI); and
(c) any Third Party Claims or Damages that arise out of the Registration Statement declared effective by the SEC or the Public Offering, other than Third Party Claims or Damages that arise out of information provided by Seller or Xxxx Xxxxx, which Seller or Xxxx Xxxxx have been advised by Purchaser or otherwise reasonably believe based on the specific nature of such information will be relied upon by Purchaser for inclusion in the Registration Statement.
Purchaser's Indemnification Covenants. Purchaser will indemnify Seller and its officers, directors, agents, employees and affiliates (“Seller Indemnitees”) for and hold them harmless from and against Damages sustained or incurred by them as a result of, arising out of or incidental to:
(i) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any certificate or other document or instrument delivered by Purchaser to Seller in connection with the transactions contemplated hereby; or
(ii) any failure of Purchaser to comply with, or any breach or nonfulfillment by Purchaser of any covenant of Purchaser set forth in this Agreement, or in any certificate or other document or instrument delivered by Purchaser to Seller in connection with the transactions contemplated hereby;
(iii) any claim, demand, liability or obligation arising from or related to the Purchased Assets, Purchaser’s conduct of its business or the production or sale of any Products by Purchaser, its affiliates, successors or assigns, or any other act or omission of Purchaser occurring subsequent to the Effective Time; provided, however, that Purchaser shall not be required to indemnify Seller with respect to any claims alleging any infringement by the Intangible Assets upon the intellectual property rights of any third parties, to the extent such infringement relates to (i) Products that are manufactured or sold by Seller or (ii) Products that are manufactured or sold by Purchaser, provided, in the case of this clause (ii), that the Product(s) that is the subject of any such claim(s) was manufactured strictly in accordance with the Technical Information and without any modifications thereto.
Purchaser's Indemnification Covenants. Purchaser shall defend, indemnify, save and keep harmless Seller and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation or warranty made by Purchaser in this Agreement or in any closing document delivered to Seller in connection with this Agreement; 38
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article X);
(c) any claims by parties other than Seller to the extent caused by the acts or omissions of Purchaser after the Closing Date and not constituting an Excluded Liability, including, without limitation, claims for Damages which arise out of Purchaser's operation of the Business after the Closing Date. Purchaser's obligations under Section 10.3 shall extend for three (3) years following the Closing Date.
Purchaser's Indemnification Covenants. Purchaser shall indemnify, defend and hold harmless Seller, its Affiliates and their respective officers, directors, shareholders, employees and successors and assigns (individually, a "Seller Indemnitee" and, collectively, the "Seller Indemnitees"), against and from all Damages sustained or incurred by any Seller Indemnitee as a result of or arising out of or by virtue of:
7.6.1 any inaccuracy in or breach of any representation and warranty made by Purchaser to Seller herein or in any Purchaser Ancillary Document delivered (other than the Supply Agreement or any Warehousing Agreement) delivered to Seller in connection herewith, unless Seller had knowledge of such inaccuracy or breach as of the Closing Date;
7.6.2 any breach by Purchaser of, or failure by Purchaser to comply with, any of the covenants or obligations under this Agreement or any Purchaser Ancillary Document (other than the Supply Agreement or any Warehousing Agreement) to be performed by Purchaser, unless Seller had knowledge of such breach or failure as of the Closing Date; or
7.6.3 any Environmental Claim solely to the extent that such Environmental Claim is associated with, arises from or relates to (a) conditions arising on the Real Estate on or after the Closing Date, (b) the operation of the Company on or after the Closing Date or (c) the off-site disposal or Release of any Contaminants on or after the Closing Date, in each case, including Environmental Claims for a Release or threatened Release of any Contaminant on, in, at, to, beneath or from the Real Estate on or after the Closing Date.
Purchaser's Indemnification Covenants. Purchaser shall defend, indemnify, save and keep harmless Seller and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
(a) any breach of any representation, warranty or covenant made by Purchaser in this Agreement or in any closing document delivered to Seller in connection with this Agreement;
(b) any claims by parties other than Seller to the extent caused by the acts or omissions of Purchaser after the Closing Date and not constituting an Excluded Liability, including, without limitation, claims for Damages which arise out of Purchaser's operation of the Purchased Business after the Closing Date; and
(c) Purchaser's failure to pay the Note in accordance with its terms. Purchaser's obligations under Section 10.3, except with respect to Section 10.3(c) shall extend for two (2) years following the Closing Date. Purchaser's obligations under Section 10.3(c) shall extend until no further amounts are due and owing under the Note.
Purchaser's Indemnification Covenants. Purchaser shall defend, indemnify, save and keep harmless Seller, the Shareholders and their respective successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
Purchaser's Indemnification Covenants. Purchaser shall indemnify, save and keep Seller and Agent, and its successors and assigns, harmless against and from all liabilities, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses (including, without limitation, reasonable attorneys' fees and disbursements) sustained or incurred by Seller or Agent or its successors and assigns, as a result of or arising out of or by virtue of:
(a) The inaccuracy of any representation or warranty made by Purchaser to Seller herein;
(b) The breach by Purchaser of any of the covenants of this Agreement to be performed by it; and
(c) The breach by Purchaser of any of the obligations under the Loan Documents assumed by Purchaser. The provisions of this Section shall survive the Closing or any other termination of this Agreement.
