Seller’s Indemnity Obligations. Seller, shall indemnify and hold Purchaser (including its affiliates and their respective officers, directors, employees and agents) harmless from and against any and all claims, actions, causes of action, arbitration's, proceedings, losses, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys' fees) ("Indemnified Amounts") incurred by Seller as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement, (c) any act or omission by Seller, (d) any action, claim, suit, arbitration, investigation or proceeding initiated by Seller which purports to affect the validity or enforceability of this Agreement or that seeks to prohibit, restrict or delay the consummation of the transactions contemplated hereby, or (e) any liabilities or obligations of Seller retained by Seller pursuant to this Agreement.
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Samples: Asset Purchase Agreement (Medi Hut Co Inc), Asset Purchase Agreement (Worldwide E Commerce Inc), Asset Purchase Agreement (Medi Hut Co Inc)
Seller’s Indemnity Obligations. Seller, shall indemnify and hold Purchaser (including its affiliates and their respective officers, directors, employees and agents) harmless from and against any and all claims, actions, causes of action, arbitration's, proceedings, losses, damages, liabilities, judgments judgements and expenses (including, without limitation, reasonable attorneys' fees) ("Indemnified AmountsINDEMNIFIED AMOUNTS") incurred by Seller as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement, (c) any act or omission by Seller, (d) any action, claim, suit, arbitration, investigation or proceeding initiated by Seller which purports to affect the validity or enforceability of this Agreement or that seeks to prohibit, restrict or delay the consummation of the transactions contemplated hereby, or (e) any liabilities or obligations of Seller retained by Seller pursuant to this Agreement.
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