Sellers Indemnity Agreement. Seller shall indemnify, defend and hold harmless the Buyer from and against;
A. Any and all liabilities and obligations (including without limitation, federal, state or other taxes of whatever kind, including sales or use taxes resulting from this transaction plus any assessments, interest and penalties thereon) of, or claims or causes of action against the Buyer, the Purchased Assets or the Seller which arise with respect to any period (or periods) of operation of the Business by the Seller ending on or prior to the Closing Date which are not specifically assumed by the Buyer pursuant to this Agreement.
B. Except as otherwise provided hereinabove, any and all liabilities, obligations and/or losses resulting from any breach of any representation and warranty or nonfulfillment of any covenant on the part of the Seller to Buyer contained in this Agreement, or any other agreement, certificate or other instrument furnished or to be furnished to the Buyer by the Seller pursuant to this Agreement.
C. Any and all liabilities, obligations and/or losses resulting from any Products Liability (as hereinafter defined) arising at any time with respect to any product sold by the Seller on or before the Closing Date. For the purposes of this Agreement, "Products Liability" means any liability to which the Seller (or the Buyer or any affiliate thereof as successor to the Business of the Seller) may become subject insofar as such liability is based upon, arises out of or is otherwise in respect of any express or implied representation, warranty, agreement or guaranty to a customer, user or purchase made or claimed to have been made by the Seller or arising out of or due to, or asserted to be arising out of or due to, any product sold by the Seller on or prior to the Closing Date.
Sellers Indemnity Agreement. Subject to the provisions of Section 8.6 hereof, the Seller shall defend, indemnify and hold harmless the Buyer and the Companies (and their respective directors, officers, employees, agents, affiliates, successors and assigns) from and against any and all direct or indirect requests, demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, pro ceedings, judgments, losses, damages (including without limitation punitive, exemplary or consequential damages, lost income and profits, interruptions of business, liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder), and interest on any amount payable as a result of the foregoing, whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by Buyer, either Company or any of their respective directors, officers, employees, agents, affiliates, successors or assigns (a "Loss of Buyer") by reason of, resulting from, arising out of, based upon, awarded or asserted against in respect of or otherwise in respect of:
(a) any breach of any representation and warranty contained in this Agreement (without giving effect to any materiality qualifications contained in any such representations or warranties) or any misrepresentation in or omission on the part of Seller contained in any certificate furnished or to be furnished to Buyer by Seller pursuant to this Agreement;
(b) any breach or nonfulfillment on the part of Seller of any covenant contained in this Agreement;
(c) any failure of the Seller to transfer the Stock to Buyer, free and clear of all liens, encumbrances, restrictions, claims and obligations (other than the security interest of Silicon Valley Bank, if Buyer elects not to cause RFS to pay off its indebtedness to Silicon Valley Bank as provided in Section 7.9(ii));
(d) the failure of Seller to obtain, prior to the Closing Date, any consents, approvals and waivers of governmental agencies or entities, lessors, landlords, suppliers, and other third parties as may be necessary to permit the consummation of the transactions contemplated hereby and to per...
Sellers Indemnity Agreement. Seller shall indemnify and hold harmless Buyer and his respective employees, agents and affiliates and each of their respective successors, assigns, heirs and representatives (each, a “Buyer Indemnified Party”), from and against any claim, damage, liability, loss, judgment, cost, expense (including all reasonable attorneys’ fees, court costs, accountants fees, and consultants’ fees in the investigation or defense of any indemnified matter), deficiency, interest, penalty, imposition, assessment or fine (collectively, “Losses”) actually incurred by a Buyer Indemnified Party as a result of:
(a) any breach of any representation and warranty or nonfulfillment of any covenant or agreement on the part of Seller contained in this Agreement or any Seller’s Instrument;
(b) any failure of Seller to transfer any of the Membership Interests free and clear of all Liens (except for those Liens set forth on Schedule 5.6) or from the failure of Seller to obtain, prior to the Closing Date, any consent, approval or waiver of a third party as may be necessary to permit the transactions contemplated hereby, unless such requirements are waived by Buyer in writing prior to or at Closing;
(c) any breach or violation of Section 3.3 of this Agreement;
(d) any claim, action or suit brought on behalf of any stockholder, including, but not limited to, the record and beneficial owners of Seller’s Series A Convertible Preferred Stock (the “Series A Holders”) or any affiliate of the Series A Holders, challenging the transactions contemplated hereby; and
(e) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including fees and disbursements of counsel, incident to any of the foregoing.
