Common use of Seller Indemnity Clause in Contracts

Seller Indemnity. Seller will indemnify, defend and save Xxxxx harmless from, against, for and in respect of the following: (1) any and all liabilities and obligations of Seller (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability, obligation or claim) not specifically assumed by Buyer pursuant to this Agreement and the Assumption Agreement; (2) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx and arising from a breach of any material representation or warranty of Seller contained in or made pursuant to this Agreement (including the Schedules and Exhibits attached hereto), or in any certificate, instrument or agreement delivered by Seller pursuant hereto or in connection with the transactions contemplated hereby; (3) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx and arising from a breach of any material covenant or agreement of Seller contained in or made pursuant to this Agreement; and (4) all reasonable costs and expenses (including, without limitation, reasonable attorneys', accountants', and other professional fees and expenses) incurred by Xxxxx in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under this

Seller Indemnity. Seller will indemnify, defend and save Xxxxx Buyer harmless from, against, for and in respect of the following: (1) any and all liabilities and obligations of Seller (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability, obligation or claim) not specifically assumed by Buyer pursuant to this Agreement and the Assumption Agreement; (2) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material representation or warranty of Seller contained in or made pursuant to this Agreement (including the Schedules and Exhibits attached hereto), or in any certificate, instrument or agreement delivered by Seller pursuant hereto or in connection with the transactions contemplated hereby; (3) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material covenant or agreement of Seller contained in or made pursuant to this Agreement; and (4) all reasonable costs and expenses (including, without limitation, reasonable attorneys', accountants', and other professional fees and expenses) incurred by Xxxxx Buyer in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under this Section 9.1 (a).

Seller Indemnity. Seller will indemnify, defend and save Xxxxx Buyer harmless from, against, for and in respect of the following: (1) any and all liabilities and obligations of Seller (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability, obligation or claim) not specifically assumed by Buyer pursuant to this Agreement and the Assumption Agreement; (2) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material representation or warranty of Seller contained in or made pursuant to this Agreement (including the Schedules and Exhibits attached hereto), or in any certificate, instrument or agreement delivered by Seller pursuant hereto or in connection with the transactions contemplated hereby; (3) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material covenant or agreement of Seller contained in or made pursuant to this Agreement; and (4) all reasonable costs and expenses (including, without limitation, reasonable attorneys', accountants', and other professional fees and expenses) incurred by Xxxxx Buyer in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under thisthis Section 9.2(a).

Seller Indemnity. Seller will indemnify, defend and save Xxxxx Buyer harmless from, against, for and in respect of the following: (1) any and all liabilities and obligations of Seller (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability, obligation or claim) not specifically assumed by Buyer pursuant to this Agreement and the Assumption Agreement; (2) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material representation or warranty of Seller contained in or made pursuant to this Agreement (including the Schedules and Exhibits attached hereto), or in any certificate, instrument or agreement delivered by Seller pursuant hereto or in connection with the transactions contemplated hereby; (3) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material covenant or agreement of Seller contained in or made pursuant to this Agreement; and (4) all reasonable costs and expenses (including, without limitation, reasonable attorneys', accountants', and other professional fees and expenses) incurred by Xxxxx Buyer in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under thisthis Section 9.1(a).

Seller Indemnity. Seller will indemnify, defend and save Xxxxx Buyer harmless from, against, for and in respect of the following: : (1) any and all liabilities and obligations of Seller (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type 15 of liability, obligation or claim) not specifically assumed by Buyer pursuant to this Agreement and the Assumption Agreement; ; (2) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material representation or warranty of Seller contained in or made pursuant to this Agreement (including the Schedules and Exhibits attached hereto), or in any certificate, instrument or agreement delivered by Seller pursuant hereto or in connection with the transactions contemplated hereby; ; (3) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx Buyer and arising from a breach of any material covenant or agreement of Seller contained in or made pursuant to this Agreement; and and (4) all reasonable costs and expenses (including, without limitation, reasonable attorneys', accountants', and other professional fees and expenses) incurred by Xxxxx Buyer in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under thisthis Section 9.2(a).