Seller's Losses. Buyer agrees to indemnify Seller and save and hold it harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Buyer's consent), losses, obligations, liabilities, claims, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and costs incurred to comply with injunctions and other court and Agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish Seller's right to indemnification hereunder (herein referred to collectively as "Seller's Losses") suffered, sustained, incurred or required to be paid by Seller by reason of (a) any representation or warranty made by Buyer in or pursuant to this Agreement or the other Transaction Documents being untrue or incorrect in any respect, (b) any failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement or the other Transaction Documents, or any failure by Xxxxxx or Xxxxxxx to perform his covenants and agreements in the Guaranty, (c) any liability for product warranties or defective products arising from sales of finished goods manufactured or sold by Buyer after the Closing Date, or (d) any failure by Buyer to satisfy and discharge any liability or obligation expressly assumed by Buyer pursuant to this Agreement and the Assumption Agreement.
Seller's Losses. Buyer agrees to indemnify Seller and save and hold Seller harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Buyer's consent), losses, obligations, liabilities, claims, deficiencies, cost and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Seller's Losses") suffered, sustained, incurred or required to be paid by Seller by reason of (i) any representation or warranty made by Buyer in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any material failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement; (iii) any liability for product warranties or defective products arising from sales of Inventory sold by Buyer after the Closing Date; (iv) any failure by Buyer to satisfy and discharge any liability or obligation expressly assumed by Buyer pursuant to this Agreement; or (v) any and all claims made by employees of Buyer who are former employees of Seller, for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits or other compensation arrangements to the extent the same are based on injury or sickness occurring after the Closing Date or based on employment service rendered to Buyer after the Closing Date.
Seller's Losses. Buyer agrees, subject to Section 11.5 below, to indemnify Seller and save and hold Seller harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Buyer's consent), losses, obligations, liabilities, claims, deficiencies, cost and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Seller's Losses") to the extent related to or arising from the ownership, condition, operation or conduct of the business of Buyer after the Closing Date and, including without limitation, any and all of Seller's Losses suffered, sustained, incurred or required to be paid by Seller by reason of (i) the breach by Buyer of any provision of this Agreement, including any representation or warranty made by Buyer in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any material failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement; (iii) any liability for product warranties, defective products or medical care related liabilities arising from the business after the Closing Date; (iv) any failure by Buyer to satisfy and discharge any liability or obligation expressly assumed by Buyer pursuant to this Agreement; or (v) any and all claims made by employees of Buyer regardless of when made, for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits or other compensation arrangements to the extent the same are based on injury or sickness occurring after the Closing Date or based on employment service rendered to Buyer after the Closing Date.
Seller's Losses. Each of Parent and Buyer jointly and severally --------------- agrees to indemnify and hold harmless Seller and Shareholder and Seller's directors, officers, employees, representatives, agents and attorneys from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Buyer's consent, which may not be unreasonably withheld), penalties, fines, interest and monetary sanctions, losses, obligations, liabilities, claims, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Seller's Losses") suffered, sustained, incurred or required to be paid by either Seller or Shareholder by reason of (i) any representation or warranty made by Buyer in or pursuant to this Agreement (as amended or supplemented pursuant to Section 6.1) being untrue or incorrect in any respect; (ii) any liability arising from or with respect to the Assets after the Closing Date; (iii) any failure by Buyer to observe or perform its covenants and arising from sales of goods manufactured or sold or services provided by Buyer on or after the Closing Date; or (v) any failure by Buyer to satisfy and discharge any liability or obligation expressly assumed by Buyer pursuant to this Agreement.
Seller's Losses. Buyer agrees to indemnify and defend Seller and hold Seller harmless from, any and all damages (including without limitation, amounts paid in settlement with Buyer's consent), losses, obligations, liabilities, claims, deficiencies, costs and expenses, including without limitation reasonable attorneys' fees (hereinafter referred to collectively as "Seller's Losses") suffered, incurred or paid by Seller by reason of (i) any Buyer's Representation being untrue or incorrect in any material respect; (ii) any material failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement; or (iii) any failure by Buyer to satisfy and discharge any liability or obligation expressly assumed by Buyer pursuant to this Agreement.
Seller's Losses together with Buyer Losses, "Losses") arising out of or relating to: (i) the Assumed Liabilities; (ii) any breach or inaccuracy of any representation or warranty made by the Buyer in this; and (iii) any breach of any covenant, agreement or undertaking made by the Buyer in this Agreement. The Seller shall give the Buyer prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and the Buyer shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Seller within sixty (60) days of receipt of the Seller’s written notice; provided, however, that the Buyer’s counsel shall be reasonably satisfactory to the Seller. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If the Seller desires to participate in any such defense assumed by the Buyer it may do so at its sole cost and expense. If the Buyer declines to assume any such defense, it shall be liable for all costs and expenses of defending such claim incurred by the Seller, including reasonable fees and disbursements of counsel. No party shall, without the prior written consent of the other parties, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of an of the other parties or any Subsidiary or Affiliate thereof or if such settlement or compromise does not include an unconditional release of the other parties for any liability arising out of such claim or demand.
Seller's Losses. 34 subsidiaries..................................................................41 subsidiary....................................................................41 Taxes.........................................................................16 Technology.....................................................................7 Threshold.....................................................................34
Seller's Losses. (a) Each of WRI and Purchaser, jointly and severally, agrees to indemnify and hold harmless Seller and its directors, officers, employees, representatives, agents and attorneys from, against, for and in respect of any and all Seller's Losses (as defined below) suffered, sustained, incurred or required to be paid by any of them by reason of (i) any representation or warranty made by WRI or Purchaser in or pursuant to this Agreement being untrue or incorrect in any respect; and (ii) any failure by WRI or Purchaser to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby, except in any instance to the extent Seller's Losses result from Seller's own gross negligence or willful misconduct. This
Seller's Losses. (a) Buyer and the Company jointly and severally agree --------------- to indemnify and hold harmless Sellers, and their respective directors, officers, employees, representatives, agents and attorneys from, against, for and in respect of any all Sellers' Losses (defined below) suffered, sustained, incurred or required to be paid by either Seller by reason of (i) any representation or warranty made by Buyer in or pursuant to this Agreement being untrue or incorrect in any respect; (ii) any failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; or (iii) any liability for warranty claims arising from the sale of goods or services by the Company subsequent to the Closing Date, except in any instance to the extent Seller's Losses result from Sellers' own gross negligence or willful misconduct. This
Seller's Losses. Buyer agrees to indemnify Seller and save and hold Seller harmless from, against, for and in respect of any and all damages (including leases, obligations, liabilities, liens, claims, deficiencies, costs and expense, including, without limitation, reasonable attorneys' fees and costs incurred to comply with injunctions and other court or agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish the right of Seller to indemnification hereunder (collectively referred to as "Seller's Losses") suffered, sustained, incurred or required to be paid by Seller by reason of (i) any representation or warranty made by Buyer in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any failure by Buyer to observe or perform its obligations and agreements set forth in this Agreement; (iii) any failure by Buyer to satisfy and discharge any liability or obligation expressly assumed by Buyer pursuant to this Agreement; or (iv) any liability arising with respect to the conduct of the Bismarck Operations subsequent to the Closing.
