Common use of Sellers Indemnity Agreement Clause in Contracts

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. Seller shall indemnify, defend defend, and hold harmless the Buyer from and against; A. (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 Digital Twin Technology by the Seller ending on or prior to the Closing Date which are not specifically assumed by the Buyer pursuant to this Agreement. B. (b) Except as otherwise provided hereinaboveherein above, 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. (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 Digital Twin Technology 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 use of the asset by the Seller on or prior to the Closing Date.

Sellers Indemnity Agreement. Seller shall indemnify, defend and hold harmless the Buyer from and against; A. (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. (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. (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.