Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Retained Liabilities, (ii) any material breach of any representation or warranty made by Seller, (iii) any matter for which Seller has agreed to indemnify Buyer under this Agreement, and (iv) any material breach by Seller of this Agreement.
Seller’s Indemnification of Buyer. Upon Closing, each Seller shall, severally and jointly, defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, and (ii) any breach by Sellers of their representations, warranties and/or covenants under this Agreement.
Seller’s Indemnification of Buyer. SELLER will indemnify and defend BUYER, its parent, its affiliates and subsidiaries and their respective agents, officers, directors and employees (collectively, the “P&G GROUP”) in accordance with section 16 against any damages, third party claims and reasonable cost of defense (“DAMAGES”), arising out of or relating to (or in the case of third party claims, alleging): (i) SELLER’s breach of this AGREEMENT; (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of SELLER or SELLER’S REPRESENTATIVES; (iii) bodily injury, death, or damage to personal property arising out of or related to SELLER’s or SELLER’S REPRESENTATIVES’ acts or omissions; (iv) SELLER’S REPRESENTATIVES alleging employment with BUYER; or (v) the GOODS/SERVICES or any of its parts infringing, violating or misappropriating IP RIGHTS.
Seller’s Indemnification of Buyer. SELLER shall, in addition to SELLER’s obligation to indemnify BUYER, its parent, its affiliates and subsidiaries and their respective agents, officers, directors and employees (“BUYER INDEMNITEE”) by law, in equity or otherwise, at its own expense, at BUYER’s option defend, indemnify and hold harmless BUYER INDEMNITEE from and *Confidential Treatment Requested. against all third-party claims, allegations, demands, liabilities, obligations, charges, fines, losses, damages, penalties, interest, costs and expenses, including, without limitation, reasonable legal fees, experts’ fees, and expenses and any amounts paid in settlement (collectively “CLAIMS”), to the extent directly attributable to arising from or relating to any of the following: (i) SELLER’s breach of or inaccuracy in, any representation, warranty, or other obligation set forth in this AGREEMENT; (ii) the gross negligence, bad faith, intentional or willful misconduct of SELLER or subcontractors or their respective employees or other representatives; (iii) SELLER’s use of any subcontractors arising out of or relating to SELLER’s performance under this AGREEMENT; or (iv) bodily injury, death or damage to personal property arising out of and relating to SELLER’s negligence in its performance under this AGREEMENT.
Seller’s Indemnification of Buyer. After the Closing Date, Seller shall indemnify and hold Buyer harmless on demand for, from and against all losses, actual damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including without limitation the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, settlements and compromises relating thereto, and reasonable attorneys' and others fees in connection therewith) ("Losses") resulting or arising, directly or indirectly from the following: (a) Any inaccuracy or misrepresentation in, or breach or nonfulfillment of, any representation or warranty of Seller or any breach or nonfulfillment of any covenant of Seller, contained in this Agreement, in any Exhibit or Schedule delivered hereunder by Seller, or in any certificates or documents delivered by Seller pursuant to this Agreement; (b) Any and all employment obligations and excluded liabilities including but not limited to all liabilities delineated in Section 1.3 (whether or not disclosed to Buyer); and (c) The use, ownership or operation of the Assets or the conduct of business prior to Closing.
Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject to the provisions of this Section 15, from and after the Closing Date, Seller shall indemnify, defend, save and hold harmless, Buyer, its affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Buyer Indemnified Parties") from and against any and all Losses of any kind which are caused by, arise from, are incurred in connection with or relate in any way to:
Seller’s Indemnification of Buyer. After the Closing, subject to the limitations set forth herein, Seller shall defend, indemnify, save and hold harmless Buyer, its affiliates and Buyer’s and such affiliates’ respective officers, directors, shareholders, members, managers, partners, employees, representatives, attorneys and agents (the “Buyer Indemnified Parties”), from and against all Losses (except for (x) matters expressly disclosed in filings recorded in the public records in Midland County, Texas, prior to the Execution Date, (y) matters of which Buyer has actual knowledge prior to the Execution Date or (z) matters expressly disclosed in the Leases, other Contracts, or any title opinions received by Buyer prior to the Closing Date) which arise from or in connection with: (i) any breach of the representations or warranties made by Seller in this Agreement to the extent arising from a claim of a third party that is not a Buyer Indemnified Party; provided, however, that in the event of a breach of the representations and warranties set forth in Section 5.9, such indemnification obligation shall also apply to Losses suffered directly by any Buyer Indemnified Party in addition to any third party claim; provided, further, for purposes of the interpretation of the indemnity under this clause (i), Seller’s representations and warranties qualified by “material” or materiality generally shall be deemed to have been made without the “material” or materiality qualification; (ii) breaches by Seller of its covenants and agreements under this Agreement; and (iii) any liabilities or obligations associated with or arising from the Assets prior to the Effective Time.
Seller’s Indemnification of Buyer. Seller and (Illegible) shall indemnify and hold harmless Buyer against and in respect of any and all liabilities concerning or otherwise connected to the conduct or operation of the Drug Store as of or prior to the Closing Date, and with the exception of liabilities expressly assumed by Buyer, all liabilities and obligations of the Seller, of every kind and description, regardless of whether such liabilities or obligations are absolute or contingent, liquidated or unliquidated, accrued or otherwise, and regardless of how and when the same may have arisen, which are asserted against Buyer as a result of this Agreement or the consummation of the transactions contemplated herein.
Seller’s Indemnification of Buyer. Seller hereby agrees that, notwithstanding the Closing and the delivery of instruments of conveyance, Seller will indemnify, defend, save and hold Purchaser and its stockholders, directors, employees, agents and affiliates (collectively "Indemnified Persons of Seller") harmless from and against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorney fees and other costs and expenses incident to any suit, action or proceeding) arising out of or resulting from and will pay to Purchaser the amount of damages suffered thereby together with any amount which it may pay or become obligated to pay (collectively "Buyer's Damages") on account of:
Seller’s Indemnification of Buyer. Seller and the Public Company, jointly and severally, shall indemnify and hold harmless Buyer and its partners, directors, officers, agents and employees from and against any and all claims, actions, damages, arbitration fees and expenses, costs, attorney’s fees and other liabilities incurred by Buyer or its partners, officers, agents and employees arising from or in connection with:
