Purchaser’s Indemnification Obligations. Subject to the provisions of this Section 8.2, after the Closing, Purchaser agrees to defend, reimburse, indemnify and hold harmless the Seller from, against and in respect of any Adverse Consequences that may be incurred or suffered by or imposed on Seller that result from, or relate to, or arise out of: (a) any breach or inaccuracy of a representation or warranty made by Purchaser in this Agreement or any Ancillary Agreement; and (b) any breach by Purchaser of, or failure by Purchaser to perform, any of Purchaser’s covenants, agreements or obligations in this Agreement or any Ancillary Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Generex Biotechnology Corp), Stock Purchase Agreement (Generex Biotechnology Corp)
Purchaser’s Indemnification Obligations. Subject to the provisions of this Section 8.2Purchaser shall indemnify, after the Closing, Purchaser agrees to defend, reimburse, indemnify and hold harmless the Seller from, and its successors and assigns ("Seller Indemnitees") from and against and in respect from all Damages sustained or incurred by any Seller Indemnitee as a result of any Adverse Consequences that may be incurred or suffered arising out of or by or imposed on Seller that result from, or relate to, or arise out virtue of:
(a) 8.4.1 any breach inaccuracy in or inaccuracy Breach of a any representation or and warranty made by Purchaser to Seller herein or in this Agreement any Transaction Document delivered to Seller in connection herewith; or 8.4,2 any Ancillary Agreement; and
(b) any breach Breach by Purchaser of, or failure by Purchaser to performcomply with, any of Purchaser’s covenants, agreements the covenants or obligations in under this Agreement or in any Ancillary AgreementTransaction Document to be performed by Purchaser (including, without limitation, its obligations under this Article 8).
Appears in 1 contract
Samples: Stock Purchase Agreement (Herley Industries Inc /New)
Purchaser’s Indemnification Obligations. Subject to the provisions of this Section 8.2, after the Closing, Purchaser agrees to defend, reimburse, indemnify and hold harmless the Seller from, against and in respect of any Adverse Consequences that may be incurred or suffered by or imposed on Seller that result from, or relate to, or arise out of:
(a) any breach or inaccuracy of a representation or warranty made by Purchaser in this Agreement or any Ancillary AgreementDocument; and
(b) any breach by Purchaser of, or failure by Purchaser to perform, any of Purchaser’s covenants, agreements or obligations in this Agreement or any Ancillary AgreementDocument.
Appears in 1 contract
Samples: Stock Purchase Agreement (Generex Biotechnology Corp)