Common use of Seller’s Indemnification of Buyer Clause in Contracts

Seller’s Indemnification of Buyer. Seller and XXXXX XXXXXX shall indemnify and hold harmless Buyer against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store as of or prior to the Closing Date, and with the exception of liabilities expressly assumed by Buyer, all liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of how and when the same may have arisen, which are asserted against Buyer as a result of this Agreement or the consummation of the transactions contemplated herein. Seller and Xxxxx XxXxxx also indemnify, defend, and hold harmless Buyer against and in respect of any cost, damage, expense, liability or loss incurred or suffered by Buyer resulting from or arising out of the breach, inaccuracy, misrepresentation or untruth of any representation or warranty which survives the Closing, or the nonfulfillment of the post-closing agreements of Seller, including without limitation the agreements of Seller set forth in Section 8.5 regarding access to records in order for Buyer to conduct an audit of the last two (2) fiscal years and unaudited financial data up to the Closing Date. The foregoing indemnifications shall be joint and several, and indemnified costs and expenses shall include reasonable attorney's fees and related expenses. The right of indemnification shall be in addition to and shall not operate as a limitation on any other right or remedy pursuant to this agreement or any document or instrument executed in connection with the consummation of the sale and purchase of the Drug Store. The provisions of this paragraph shall survive the closing of this transaction for a period of one (1) year.

Seller’s Indemnification of Buyer. Seller and XXXXX XXXXXX Xxxxx Xxxxxx shall indemnify and hold harmless Buyer against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store as of or prior to the Closing Date, and with the exception of liabilities expressly assumed by Buyer, all liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of how and when the same may have arisen, which are asserted against Buyer as a result of this Agreement or the consummation of the transactions contemplated herein. Seller and Xxxxx XxXxxx Xxxxxx also indemnify, defend, and hold harmless Buyer against and in respect of any cost, damage, expense, liability or loss incurred or suffered by Buyer resulting from or arising out of the breach, inaccuracy, misrepresentation or untruth of any representation or warranty which survives the Closing, or the nonfulfillment of the post-closing agreements of Seller, including without limitation the agreements of Seller set forth in Section 8.5 regarding access to records in order for Buyer to conduct an audit of the last two (2) fiscal years and unaudited financial data up to the Closing Date. The foregoing indemnifications shall be joint and several, and indemnified costs and expenses shall include reasonable attorney's fees and related expenses. The right of indemnification shall be in addition to and shall not operate as a limitation on any other right or remedy pursuant to this agreement or any document or instrument executed in connection with the consummation of the sale and purchase of the Drug Store. The provisions of this paragraph shall survive the closing of this transaction for a period of one (1) year.

Seller’s Indemnification of Buyer. After the Closing Date, Seller and XXXXX XXXXXX a shall indemnify and hold Buyer harmless Buyer on demand for, from and against all losses, actual damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and in respect expenses of any nature whatsoever (including without limitation the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, settlements and compromises relating thereto, and reasonable attorneys' and others fees in connection therewith) ("Losses") resulting or arising, directly or indirectly from the following: (a) Any inaccuracy or misrepresentation in, or breach or nonfulfillment of, any representation or warranty of Seller or any breach or nonfulfillment of any covenant of Seller, contained in this Agreement, in any Exhibit or Schedule delivered hereunder by Seller, or in any certificates or documents delivered by Seller pursuant to this Agreement; (b) Any and all Employment Obligations and Excluded Liabilities including but not limited to all liabilities concerning specifically delineated in Section 1.4 (whether or otherwise connected not disclosed to the conduct Buyer); and (c) The use, ownership or operation of the Drug Store as Assets or the conduct of or business prior to Closing; provided that and to the Closing Date, and with extent that the exception of liabilities expressly assumed by Buyer, all liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of how and when the same may have arisen, which are asserted against damages to Buyer as a result of this Agreement or the consummation of the transactions contemplated herein. Seller and Xxxxx XxXxxx also indemnify, defend, and hold harmless Buyer against and in respect of any cost, damage, expense, liability or loss incurred or suffered by Buyer resulting from or arising out of the breach, inaccuracy, misrepresentation or untruth of exceed $1,000.00. Section 9.2.1 No indemnification shall exist concerning any representation or warranty or covenant concerning which survives the Buyer or any of Buyer's shareholders knew or had reason to know that said representation was inaccurate as of Closing or said covenant was breached as of Closing. Section 9.2.2 Seller shall not indemnify Buyer for any Losses resulting from changes in technology, market conditions, changes in laws, general economic conditions, or the nonfulfillment business judgments of the post-closing agreements of Seller, including without limitation the agreements of Seller set forth in Section 8.5 regarding access to records in order for Buyer to conduct an audit of the last two (2) fiscal years and unaudited financial data up to the Closing Date. The foregoing indemnifications shall be joint and several, and indemnified costs and expenses shall include reasonable attorney's fees and related expenses. The right of indemnification shall be in addition to and shall not operate as a limitation on any other right or remedy pursuant to this agreement or any document or instrument executed in connection with the consummation of the sale and purchase of the Drug Store. The provisions of this paragraph shall survive the closing of this transaction for a period of one (1) yearBuyer.

Seller’s Indemnification of Buyer. Seller and XXXXX XXXXXX XXXXX shall indemnify and hold harmless Buyer against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store as of or prior to the Closing Date, and with the exception of liabilities expressly assumed by Buyer, all liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of how and when the same may have arisen, which are asserted against Buyer as a result of this Agreement or the consummation of the transactions contemplated herein. Seller and Xxxxx XxXxxx XXXXX XXXXX also indemnify, defend, and hold harmless Buyer against and in respect of any cost, damage, expense, liability or loss incurred or suffered by Buyer resulting from or arising out of the breach, inaccuracy, misrepresentation or untruth of any representation or warranty which survives the Closing, or the nonfulfillment of the post-closing agreements of Seller, including without limitation the agreements of Seller set forth in Section 8.5 regarding access to records in order for Buyer to conduct an audit of the last two (2) fiscal years and unaudited financial data up to the Closing Date. The foregoing indemnifications shall be joint and several, and indemnified costs and expenses shall include reasonable attorney's fees and related expenses. The right of indemnification shall be in addition to and shall not operate as a limitation on any other right or remedy pursuant to this agreement or any document or instrument executed in connection with the consummation of the sale and purchase of the Drug Store. The provisions of this paragraph shall survive the closing of this transaction for a period of one (1) year.