Buyer's Losses. Each of Sellers hereby agrees, jointly and severally -------------- subject to Section 11.7 below, to indemnify Buyer and save and hold Buyer harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Sellers' consent), losses, obligations, liabilities, liens, 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 "Buyer's Losses"), including without limitation, any and all of Buyer's Losses suffered, sustained, incurred or required to be paid by Buyer by reason of (i) the breach by Sellers of any provisions of this Agreement, including any representation or warranty made by Sellers in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any material failure by Sellers to observe or perform their respective covenants and agreements set forth in this Agreement; (iii) any liability for product warranties or defective products arising from sales of Inventory sold by the CD Warehouse Stores prior to the Closing Date; (iv) any failure by Sellers to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement; or (v) any and all claims made by employees of the Sellers 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 prior to the Closing Date or based on employment service rendered to Sellers prior to the Closing Date.
Buyer's Losses. Seller hereby agrees, jointly and severally subject to Section 11.5 below, to indemnify Buyer, and save and hold Buyer harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Seller's consent), losses, obligations, liabilities, liens, deficiencies, costs 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 "Buyer's Losses") to the extent such claims or damages are related to or arise from the ownership, condition, operation or conduct of the Business and Assets of Seller prior to the Closing Date and, including without limitation, any and all of Buyer's Losses suffered, sustained, incurred or required to be paid by Buyer by reason of (i) the breach by Seller of any provisions of this Agreement, including any representation or warranty made by Seller in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any material failure by Seller 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 prior to the Closing Date; or (iv) any failure by Seller to satisfy and discharge any other liability or obligation not expressly assumed by Buyer pursuant to this Agreement.
Buyer's Losses. Seller agrees to indemnify and hold harmless Buyer and its directors, officers, employees, representatives, agents, and attorneys from, against and in respect of any and all Buyer'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 the Company or Seller in or pursuant to this Agreement (including, without limitation, the representations and warranties contained in any schedule or certificate delivered pursuant hereto) being untrue or incorrect in any respect and without regard to any "materiality," "material adverse effect," or "substantial compliance" or similar exception or qualifier; (ii) any liability arising from or based upon the operation of the Company through the Closing Date; or (vi) any liability arising from or based upon required consents not obtained prior to the Closing.
Buyer's Losses. (a) Each Seller severally and not jointly agrees to indemnify and hold harmless Buyer and its directors, officers, employees, representatives, agents and attorneys from, against and in respect of any and all Buyer'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 such Seller in or pursuant to this Agreement (including, without limitation, the representations and warranties contained in any certificate delivered pursuant hereto) being untrue or incorrect in any material respect, except in any instance and to the extent Buyer's Losses result from the negligence or misconduct of Buyer; or (ii) any failure by the Company (with respect to periods prior to the Closing) or such Seller to observe or perform its or his or her covenants and agreements set forth in this Agreement or in any other agreement or document executed by it or him or her in connection with the transactions contemplated hereby, except in any instance and to the extent Buyer's Losses result from the negligence or misconduct of Buyer.
Buyer's Losses. Seller agrees to indemnify Buyer and save and hold it harmless from, against and in respect of any and all damages (including, without limitation, amounts paid in settlement with Seller's consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including, without limitation, reasonable attorney's 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 Buyer's right to indemnification hereunder (herein referred to collectively as the "Buyer's Losses") suffered, sustained, incurred or required to be paid by Buyer by reason of (a) the failure by Seller to comply with applicable laws relating to bulk transfers, including, without limitation, the provisions of the Uniform Commercial Code of the Commonwealth of Virginia; (b) any representation or warranty made by Seller in or pursuant to this Agreement or the other Transaction Documents being untrue or incorrect in any respect; (c) any failure by Seller, Mules, or Xxxxxx to observe or perform its covenants and agreements set forth in this Agreement or the other Transaction Documents; (d) any liability for product warranties or defective products arising from sales of finished goods manufactured and sold by Seller prior to the Closing Date; (e) any failure by Seller to perform its obligations in connection with any of its Employee Benefit Plans as defined in Section 3(3) of ERISA; or (f) any failure by Seller to satisfy and discharge any other debt, contract, agreement, liability, obligation, commitment, restriction, disability or duty, whether direct or indirect, fixed, contingent or otherwise, not expressly assumed by Buyer pursuant to this Agreement and the Assumption Agreement.
Buyer's Losses. (a) Shareholder agrees to indemnify and hold harmless Buyer and its directors, officers, employees, representatives, agents and attorneys from, against and in respect of any and all Buyer's Losses (as defined below) suffered, sustained, incurred or required to be paid by any of them by reason of (i) except as set forth in Section 10.10, any material liability arising from or based upon the operation of the Company through the Closing Date; (ii) any material failure by the Shareholder to observe or perform its covenants and agreements set forth in this Agreement or in any other agreement or document executed by it in connection with the transactions contemplated hereby; or (iii) any material liability arising from or based upon the engagement by the Company or the Shareholder of any broker or agent.
Buyer's Losses. Lansing and the Shareholders jointly and severally agree to indemnify and hold harmless Buyer and the Transferred Entities, and their respective 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 each Shareholder'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 "Buyer's Losses") suffered, sustained, incurred or required to be paid by any of them by reason of: (i) the failure by a La Senorita Company to comply with all applicable laws relating to bulk transfers including the provisions of the Uniform Commercial Code of the State of Michigan; (ii) any representation or warranty made by a La Senorita Company or the Shareholders in or pursuant to this Agreement being untrue or incorrect in any respect; (iii) any liability arising from or with respect to the La Senorita Companies or the Lansing Assets through the Closing Date, including, without limitation, the ownership or operation of the Business through the Closing Date and any liabilities for warranties or defective products arising from sales by the La Senorita Companies on or prior to the Closing Date; (iv) any failure by a La Senorita Company or the Shareholders to observe or perform their respective covenants and agreements set forth in this Agreement or any other agreement or document executed by them in connection with the transactions contemplated hereby; (v) any failure to file annual returns with the IRS or the U.S. Department of Labor for periods ending on or prior to the Closing Date with regard to any item listed on Schedule
Buyer's Losses. Seller agrees to indemnify Buyer and save and hold Buyer harmless from, against, for and in respect of any and all damages (including leases, obligations, liabilities, liens, claims deficiencies, costs and expenses), 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 Buyer to indemnification hereunder (collectively referred to as "Buyer's Losses") suffered, sustained, incurred or required to be paid by Seller by reason of (i) any representation or warranty made by Seller in or pursuant to this Agreement being untrue or incorrect in any respect; (ii) any failure by Seller to observe or perform its obligations and agreements set forth in this Agreement; or (iii) any liability arising with respect to the conduct of the Bismarck Operations prior to the Closing.
Buyer's Losses. 9.2 Environmental Indemnity.
Buyer's Losses. Seller agrees to indemnify and defend Buyer against and hold Buyer harmless from any and all damages (including, without limitation, amounts paid in settlement with Seller's consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation reasonably attorneys' fees (hereinafter referred to collectively as "BUYER'S LOSSES"), suffered, incurred or paid by Buyer by reason of (i) any Seller's Representation being untrue or incorrect in any material respect; (ii) any failure by Seller to observe or perform its covenants and agreements set forth in this Agreement; or (iii) any failure by Seller to satisfy and discharge any liability or obligation not expressly assumed by Buyer pursuant to this Agreement.
