Obligation of Buyer to Indemnify Sample Clauses

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Company from and against all Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Buyer contained in this Agreement, or (ii) breach by the Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. The Buyer hereby agrees to indemnify, defend, save and hold the Company, their respective members, managers, directors, officer, employees, agents and the Seller (hereinafter referred to as the “Seller Indemnitees”) harmless from and against any and all damage, liability, loss, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) (hereinafter together defined as the “Losses”) incurred or sustained by the Seller Indemnitees which arise out of or result from (i) the breach of any representation or warranty of the Buyer set forth in anywhere in this SPA, including but not limited to those set forth in Article V, and (ii) the breach of or failure to perform any covenant of the Buyer set forth in this SPA (including, but not limited to, any post-closing covenant). Notwithstanding the foregoing, (a) in no event will a Seller Indemnitee be entitled to indemnification hereunder unless or until the aggregate Losses suffered by the Seller Indemnitees, as a group, exceed One Hundred Fifty Thousand ($150,000.00) Dollars, whereupon all Losses suffered by the Seller Indemnitees shall be subject to indemnification hereunder.

Obligation of Buyer to Indemnify. (a) Subject to the -------------------------------- limitations and expiration dates contained in Section 9 hereof and to this Section 10, Buyer shall indemnify, defend and hold harmless the Shareholder and his heirs, legal beneficiaries and permitted assigns from and against, and shall pay and/or reimburse the foregoing persons for, any and all Losses relating to or arising out of (i) the breach of any representation, warranty, covenant or agreement (other than the covenants and agreements contained in subsections (ii) and (iii) of this Section 10.2(a)) of Buyer contained in this Agreement, (ii) the operation of the Companies' business after the Closing, subject to, in respect of any claim relating to or arising out of the operation of the Companies' business prior to the Closing, the correctness of the representations and warranties of the Shareholder contained herein and not resulting from any action of the Shareholder taken after the Closing which he was not authorized by Buyer to take, and (iii) subject to the correctness of the representations and warranties of the Shareholder contained herein, any termination of an employee of the Companies after the Closing by Buyer and/or the Companies and not resulting from any action of the Shareholder taken after the Closing which he was not authorized by Buyer to take. (b) Subject to the limitations contained in this Section 10.2(b) and in Sections 10.3 through 10.7 hereof, in the event that the Shareholder is, following the Closing Date, made a party to any action or proceeding by any third party (including, without limitation, any product liability actions) in his capacity as an officer, director, shareholder and/or employee of the Companies, the Shareholder shall be entitled to, and Buyer shall pay and reimburse the Shareholder for, (A) all reasonable attorneys' fees and expenses incurred in connection with such action or proceeding and the defense thereof and (B) any other Losses incurred by the Shareholder in connection therewith; provided, however, that Buyer shall be required to so indemnify the Shareholder -------- ------- only if (x) the Shareholder, in respect to the actions or omissions at issue in such action or proceeding, acted in good faith and for a purpose which he reasonably believed to be in the best interests of the Companies, and had no reasonable cause to believe that his conduct was unlawful and (y) the actions or omissions at issue in such action or proceeding do not constitute a breach...

Obligation of Buyer to Indemnify. Subject to the limitations set forth below and in Section 8.5 hereof and to the termination provisions set forth in Section 8.1, Buyer agrees to indemnify, defend and hold harmless each Stockholder from and against any Losses based upon, arising out of or otherwise in respect of (i) any material inaccuracy in or breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or in any Schedule, certificate, document or other papers delivered pursuant hereto, or (ii) any claim or demand for commission or other compensation by any broker, finder, agent or similar intermediary claiming to have been employed by or on behalf of Buyer.

Obligation of Buyer to Indemnify. From and after the Closing Date, the Buyer shall indemnify, defend and hold harmless the Company, the Globisens Shareholders and Selling Parties’ directors, officers, employees, Affiliates and assigns (each, a “Globisens Shareholders Indemnified Party”) from and against any Losses, liabilities, damages (including incidental and consequential damages), deficiencies, costs, expenses (including interest, penalties and reasonable attorneys’ fees and disbursements) or diminution of value sustained or incurred by such Globisens Shareholders Indemnified Party relating to, caused by or resulting from: (a) any misrepresentation or breach of warranty of the Buyer contained in this Agreement, contained herein or in any certificate, schedule, document, or other writing delivered by the Buyer pursuant to this Agreement; or (b) any breach of, or failure to satisfy, any material covenant, term, condition or obligation of the Buyer in this Agreement or on any other certificate, document, writing or instrument delivered by the Buyer pursuant to this Agreement

Obligation of Buyer to Indemnify. Buyer agrees to perform and discharge all of the Assumed Liabilities and agrees to indemnify, defend and hold harmless Sellers and the Stockholder from and against any Losses based upon Buyer's failure to do so or arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or in any instrument or document delivered pursuant to this Agreement and any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Obligation of Buyer to Indemnify. Xxxxx agrees to indemnify, defend, and hold harmless Seller (and its directors, officers, shareholders, employees, Affiliates, successors, assigns, and representatives) from and against any Indemnifiable Losses based upon, arising out of, or otherwise in respect of: (a) any inaccuracy in or breach of any representation, warranty, or covenant of Buyer contained in this Agreement or in any schedule, exhibit, instrument, or document delivered under this Agreement; (b) Xxxxx's operation of the Business and Acquired Assets from and after the Closing; and (c) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees, costs, and expenses and including reasonable consultants’ fees, costs, and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid or to oppose the imposition of any action, suit, proceeding, claim, demand, assessment, judgment, cost, or expense or in enforcing this indemnity.

Obligation of Buyer to Indemnify. Subject to the limitations set forth in Sections 9.1 and 9.8, Buyer shall indemnify, defend and hold harmless Seller and its directors, officers, employees, Affiliates, and their respective successors and assigns, from and against any Loss incurred by any of them based upon or arising out of (i) any breach of any representation or warranty made by Buyer in this Agreement; and (ii) the failure by Buyer to perform any unwaived covenant or agreement in this Agreement on its part to be performed; provided that such covenant or agreement survives the Closing Date in accordance with Section 9.1.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, successors and assigns) from and against all Losses based upon, arising out of, or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or the Seller Assignment and Assumption Agreement. Seller’s sole remedy for any breach of any representation or warranty of Buyer expressly set forth in this Agreement shall be for indemnification pursuant to this Section 7.