By the Seller Sample Clauses

By the Seller. Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission)...
By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, and its directors, officers, employees, agents and representatives (the "Buyer Indemnitees") from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a "Loss" and collectively, "Losses") that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to:
By the Seller. The Seller hereby agrees to indemnify and hold ------------- Purchaser harmless from ad against any and all claims, suits, losses, obligations, damages, deficiencies, costs, penalties, liabilities (including strict liabilities), assessments, judgments, amounts paid in settlement, fines, and expenses (including court costs and reasonable fees of lawyers and other professionals) (including court costs and reasonable fees of lawyers and other professionals) (individually and collectively, "Losses") for bodily injury, personal injury, death, property and other damage caused by any Product which is not manufactured in accordance with the provisions of this Agreement (and in particular, but without limitation, the Specifications provided for in this Agreement or as otherwise varied in accordance with the provisions of it) or caused by the breach by the Seller of any representation, warranty, covenant or other obligation of this Agreement or caused by the negligence of the Seller or any person for whose actions the Seller is legally liable provided, however, that the Seller shall have no liability to the Purchaser for any Losses to the extent that such Losses resulted from or arose out of (i) the negligence or misconduct or (ii) breach of this Agreement of/by the Purchaser or any person for whose actions the Purchaser is liable or (iii) any occurrence for which the Purchaser has liability to the Seller pursuant to Article 12.2 below or (iv) any occurrence for which the Purchaser has liability to the Seller pursuant to the Asset Purchase Agreement.
By the Seller. The Seller agrees to indemnify and hold harmless the Purchaser and its directors, officers, members, shareholders, employees, agents, successors and assigns (the "Purchaser Parties") against, and to reimburse the Purchaser Parties on demand with respect to, any and all losses, liabilities, obligations, suits, proceedings, demands, judgments, damages, claims, expenses and costs (including, without limitation, reasonable fees, expenses and disbursements of counsel) (collectively, "Damages") which each may suffer, incur or pay by reason of (i) the breach by the Seller of any representation or warranty contained in this Agreement, or in any agreement, certificate or instrument executed by it and contemplated hereby or (ii) the failure of the Seller to perform any agreement required by this Agreement or any agreement, certificate or instrument contemplated hereby.
By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; any breach of any covenant of Seller contained in this Agreement; any debt, liability or obligation of Seller other than the Assumed Liabilities; and the operations of the Purchased Assets prior to the Effective Date.
By the Seller. The Seller will deliver to the Company, in form reasonably acceptable to the Company, such documents as may be reasonably required in order to effect a transfer of the Shares on the books of American Stock Transfer & Trust Company LLC from the Seller to the Company.
By the Seller. In connection with any Shelf Registration Statement in which Seller is participating, Seller will furnish to Parent in writing information regarding Seller’s ownership of Registrable Securities and its intended method of distribution thereof and, to the fullest extent permitted by law, shall indemnify (i) Parent and its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person, in each case, from and against all Losses caused by, arising out of, resulting from, based on or relating to (A) any untrue statement or alleged untrue statement of material fact contained in any Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, only to the extent that the same are caused by any information furnished in writing by any Seller Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, Seller shall not be liable to Parent for amounts in excess of the amount received by Seller in the offering or sale giving rise to such liability.