Seller and Selling. Shareholder each hereby agree to indemnify and hold buyers, its successors and assigns harmless from and against: Any and all claims, liabilities and obligations of every kind and descriptions, contingent or otherwise, arising out of or related to the operation of the Seller’s business prior to the close of business on the day before the closing date, except for claims, liabilities and obligations of Seller expressly assumed by Xxxxx and this Agreement or paid by insurance maintained by Seller, Selling Shareholder or Buyer. Any and all damage or deficiency resulting from any material misrepresentation or breach of warranty or covenant, or non-fulfillment of any agreement on the part of Seller or Selling Shareholder under this Agreement. Sellers and Selling Shareholders indemnity obligations under 14.2.1 shall be subject to the following: If any claim is asserted against Buyer that would give rise to a claim by Xxxxx against Xxxxxx and Selling Shareholder for Indemnification under the provisions of this paragraph, The Buyer shall promptly give written notice to Selling Shareholder concerning such claim as Selling Shareholder shall, at no expense to Xxxxx defend the claim. Selling Shareholder shall not be required to indemnify Buyer for amount that exceeds the total purchase price paid under buyer under Section 3 of this Agreement.
Seller and Selling. Shareholder shall keep in confidence all confidential and proprietary information about the Business and the Business operations of Seller being acquired by Buyer. All information relating to such Business operations shall be presumed to be Confidential Information except to the extent that such Confidential Information is otherwise publicly available or is received from a third party not affiliated with Seller or Buyer after the Closing Date. Seller and Selling Shareholder shall keep in confidence all such Confidential Information and other financial information relating to Seller, the Assets and Business operations and will not, without the prior written consent of Buyer, except to the extent required by law or to the extent any such information is otherwise publicly available or received from a third party not affiliated with Buyer or Seller, reveal any such Confidential Information to any third party. All documents relating to the Assets being acquired by Buyer shall be delivered to Buyer at the Closing Date or thereafter if not available or found as of the Closing Date. No such documents shall be reproduced without Buyer's prior written approval.
Seller and Selling. Shareholder each hereby agree to indemnify and hold buyer, its successors and assigns harmless from and against:
Seller and Selling. Shareholders shall defend and promptly indemnify Tech Labs and/or TL Southeast and save and hold them harmless from, against, for, and in respect of, and pay any and all damages, losses, obligations, liabilities, claims, encumbrances, deficiencies, costs, and expenses, including, without limitation, reasonable attorneys' fees, and other costs and expenses incident to any suit, action, investigation, claim, or proceeding suffered, sustained, incurred, or required to be paid by Tech Labs and/or TL Southeast resulting from any breach or failure of observance or performance of any representation, warranty, covenant, or agreement made by Seller and/or Selling Shareholders hereunder or relating to or as a result of any such representation, warranty, covenant, or agreement being untrue or incorrect in any respect.
