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. After the Closing Date, Buyer shall indemnify, defend and hold harmless Seller (and its directors, officers, employees, agents, Affiliates and assigns) from and against all Losses resulting from, based upon or relating to:
Obligation of Buyer to Indemnify. Buyer shall indemnify, defend and hold harmless the Sellers and the Principals and their respective officers, directors, shareholders and affiliates (collectively, the "Seller Indemnified Parties") from and against any and all Losses with respect to the following:
Obligation of Buyer to Indemnify. Buyers shall, jointly and severally, indemnify Sellers and their respective Affiliates, directors, officers and employees, and their respective heirs, personal representatives, successors and assigns (collectively, the "Seller Indemnified Parties") against and hold each of them harmless from any and all Losses incurred or suffered by any Seller Indemnified Party arising out of or relating to (i) any breach of any representation, warranty, covenant or agreement of either Buyer contained in this Agreement or in any Transaction Document; or (ii) claims with respect to the use of the Acquired Assets by either Buyer or the operations of either Buyer with respect to the Business subsequent to the Closing Date; or (iii) the failure of either Buyer to perform any of its respective obligations or covenants under this Agreement or any Transaction Document, including without limitation, either Buyer's failure to pay or perform, in a timely manner, the Assumed Liabilities, or (iv) failure of Buyer to comply with the WARN Act with respect to the JMI-Facility, if applicable; or (v) product liability claims for any Product Manufactured by either Buyer after the Closing Date; or (vi) any statement made after the Closing Date and any statement made in catalogs or other marketing materials (whether said catalogs and marketing materials are newly printed or were previously printed by JMED) which are released or distributed after the Closing Date by or on behalf of either Buyer that any Governmental Body asserts creates drug status for any Product that does not comply with all requirements of Law applicable to drugs.
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. Buyer agrees to indemnify, defend and hold harmless each Seller (and any successor or assignee thereof) from and against any Losses suffered or incurred by such Seller or any of the foregoing persons arising out of any breach of the representations and warranties of Buyer or of the covenants and agreements of Buyer contained in this Agreement or in the Schedules or any other Transaction Document.
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. 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:
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. 91
