PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Company (before the Closing), Compost and the Company's (before the Closing) and Compost's officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Seller Indemnified Party") from and against any and all Indemnified Amounts paid, imposed on or incurred by a Seller Indemnified Party, directly or indirectly, (i) relating to, resulting from or arising out of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument contemplated by and delivered in connection with this Agreement or (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument contemplated by and delivered in connection with this Agreement, or (ii) relating to, resulting from or arising out of any allegation of a third party of the events described in Sections 10.2(a) or (b) above.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold Seller (including its officers, directors and agents) harmless from and against any and all Indemnified Amounts incurred by Seller, as the case may be, as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement, (c) except for liabilities and obligations retained by Seller pursuant to this Agreement, any act or omission occurring after the Closing Date by Purchaser with respect to the Acquisition Assets.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless Seller and Seller's officers, directors, employees, agents, representatives and Affiliates (each a "SELLER INDEMNIFIED PARTY") from and against any and all Indemnified Amounts incurred by a SELLER INDEMNIFIED PARTY as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, or (c) the Assumed Liabilities.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Shareholders and the Shareholders' agents, representatives and Affiliates (each a "Shareholders' Indemnified Party") from and against any and all Indemnified Amounts incurred by a Shareholders' Indemnified Party as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, or (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless Shareholder and Shareholder's agents, representatives and Affiliates (each a "Shareholder's Indemnified Party") from and against any and all Indemnified Amounts incurred by a Shareholder's Indemnified Party (i) as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, or (c) any liability of Purchaser, including without limitation the Assumed Liabilities, or (ii) as a result of any allegation of a third party of the events described in Section 10.2(a), (b) or (c) above..
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold Seller (including its officers, directors, employees and agents) harmless from and against any and all Indemnified Amounts incurred by Seller as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or (c) any act or omission occurring after the Closing Date by Purchaser with respect to the Acquisition Assets.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Shareholders and the Shareholders' agents, representatives and Affiliates (each a "Shareholders' Indemnified Party") from and against any and all Indemnified Amounts incurred by a Shareholders' Indemnified Party as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, or (c) any claims for events occurring after the Closing relating to the Shareholders personal guaranties of the performance bonds posted in regard to the surety obligations listed on Schedule 3.4(b)(iv).
PURCHASER'S INDEMNITY OBLIGATIONS. Subject to the conditions and limitations set forth in this ARTICLE XI, Purchaser shall indemnify and hold harmless Seller and Seller's officers, directors, employees and Affiliates (each a "SELLER INDEMNIFIED PARTY") from and against any and all Indemnified Amounts incurred by a Seller Indemnified Party or for which Seller bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement (other than the Noncompete Agreements of each Shareholder); (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement; (c) any Assumed Liability (other than the Noncompete Agreements of each Shareholder); or (d) any other liability of Purchaser.
PURCHASER'S INDEMNITY OBLIGATIONS. Subject to the limitations set forth in this Article VI and Section 7.1, Purchaser shall indemnify and hold harmless Seller and the Seller’s shareholders, members, officers, directors, employees, agents, representatives and affiliates (each a “Seller Indemnified Party”) from and against any and all Damages incurred by a Seller Indemnified Party as a result of: 5719A IPP Silver Hill Mines Purchase and Sale Agreement for Littleton, MA ( MJ GC 5.02.16 revised )
(a) any breach or misrepresentation in any of the representations and warranties made by Purchaser in this Agreement. This Section, or provision, shall survive the Closing;
(b) any nonsatisfaction of any covenants of Purchaser under this Agreement; This Section, or provision, shall survive the Closing;
(c) any claims, debts, liabilities, or obligations of Purchaser, whether accrued, absolute, contingent, or otherwise, due or to become due, including but not limited to, claims relating to or arising out of the ownership, operation or use of the Purchased Assets or any damage to property or person arising in connection with the use, operation or ownership of the Purchased Assets, on and after the Closing Date. This Section, or provision, shall survive the Closing; and
(d) any liability for personal property or ad valorem taxes with respect to the Purchased Assets for the periods beginning on the Closing Date. This Section, or provision, shall survive the Closing.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall defend, indemnify and hold harmless Supplier and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors, stockholders, partners and employees of each) from and against any and all Damages arising out of (a) any breach by Purchaser or its Affiliates of this Agreement, or (b) any claim that Purchaser’s entering into or performing the terms of this Agreement breach or violate any third party rights or Applicable Laws or (c) the gross negligence or willful misconduct of Purchaser or (d) any product liability claims related to the Product, except in each case to the extent such Damages arise from any matter for which Supplier has agreed to indemnify Purchaser for pursuant to Section 7.1 above.
