Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless Seller and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and expenses reasonably incurred) (collectively, “Seller Damages”) asserted against or incurred by any Seller Indemnitee as a result of or arising out of (i) the Assumed Liabilities, (ii) a breach of any representation or warranty contained in Article IV of this Agreement or (iii) a breach of any agreement or covenant of Buyer in this Agreement or otherwise.
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Samples: Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (3com Corp)
Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless each Seller and its their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses reasonably incurredexpenses) (collectively, “Seller Damages”) asserted against or incurred by any Seller Indemnitee as a result of or arising out of (i) the Assumed Liabilities, (ii) a breach of any representation or warranty contained in Article IV VII of this Agreement or (iii) a breach of any agreement or covenant of Buyer in this Agreement or otherwiseAgreement.
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Samples: Asset Purchase Agreement (Matthews International Corp)
Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall 42 48 indemnify and hold harmless Seller and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “"Seller Indemnitees”") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and expenses reasonably incurredexpenses) (collectively, “"Seller Damages”") asserted against or incurred by any Seller Indemnitee as a result of or arising out of (i) the Assumed Liabilities, (ii) a breach of any representation or warranty contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing, hereof and (iiiii) a breach of any agreement or covenant of Buyer in this Agreement or otherwiseall Assumed Liabilities.
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