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. Buyer agree to indemnify, defend and hold harmless Sellers (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. (a) Subject to the terms and conditions of this Article VII, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally to indemnify Seller, its Affiliates and their respective managers, officers, directors, employees, advisors (including attorneys, accountants, consultants and financial advisors), equityholders, successors, assigns, agents and representatives (collectively, the “Seller Indemnified Parties”) in respect of, and hold the Seller Indemnified Parties harmless against, any and all Losses, based upon, resulting from or otherwise in respect of: (i) any breach of any representation or warranty made by Buyer in Article V; or (ii) any breach or nonperformance of any covenants or agreements of Buyer in this Agreement to be performed after the Closing.
(b) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is subject to the following limitations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 7.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductible; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and such Losses shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations set forth in this Section 7.3(b) shall not apply in respect of any claims for indemnification with respect to Fraud or the Fundamental Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to indemnify the Seller Indemnified Parties pursuant to this Section 7.3 for any amoun...
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. Subject to the limitations set forth below and to the termination provisions set forth in Section 8.1, Buyer agrees to indemnify, defend and hold harmless the 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. 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. 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.
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. 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.
