Fill and Sign the Indemnification Buyer Form

Indemnification of Buyer and Seller of Business Indemnity Agreement made on the _________________ (date) , between _____________________ (Name of Buyer) a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Buyer , and _______________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Seller . Whereas, Seller is selling to Buyer all of the assets, as a going concern, of the business known as ___________________________ (Name of Business) in ____________________ ______________ (Name of City and State) ; and Whereas, the parties intend that Buyer be responsible for debts arising after the sale of the business and that Seller be responsible for debts arising before the sale of the business but after ___________________ (date) ; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Seller’s Indemnification Seller shall indemnify, defend and save Buyer harmless of and from any and all claims, demands, losses, expenses, reasonable attorney fees, causes of actions, judgments, and liability that meet all of the following conditions: A. It came into existence after ___________________ (date) , but before the date of this Indemnification Agreement; B. It is the legal responsibility of Buyer ; and C. It arose out of the business known as __________________________ (Name of Business) located at ___________________________________________________________ (street address, city, county, state, zip code) . Buyer must inform Seller in writing immediately upon receiving any knowledge of a claim under this indemnification. This obligation of Seller shall terminate on, and Seller shall not be responsible to Buyer for anything relating to the sale of the business after, the date which is (e.g., 1 2) ______ months after the date of this Agreement. Any claim under this Section must be presented to Seller in writing specifying the claim in detail. Buyer shall have the right to set-off any amounts which Seller owes under this section against the principal balance of the $____________ promissory note given by Buyer to Seller on this date, which set-off shall be applied to reduce the remaining principal balance and number of payments, but shall not change the amount of each payment. 2. Buyer’s Indemnification Buyer shall indemnify, defend and save Seller and its successors and assigns harmless of and from any and all claims, demands, losses, expenses, reasonable attorney fees, causes of actions, judgments, and liability that meet all of the following conditions: A. It came into existence on or after the date of this indemnification agreement; B. It is the legal responsibility of Seller ; and C. It arose out of the business known as ____________________________ (Name of Business) located at ________________________________________________________ _______________ (street address, city, county, state, zip code) . Seller must inform Buyer in writing immediately upon receiving any knowledge of a claim under this indemnification. Any claim under this section must be presented to Buyer in writing specifying the claim in detail. 3. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 4. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 5. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ________________. 6. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 7. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 8. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 9. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 10. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. WITNESS our signatures as of the day and date first above stated. _______________________________ _____________________________ (Name of Buyer) (Name of Seller) By:______________________________ By:_____________________________ ___________________________ __________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation ___________________________ __________________________ (Signature of Officer) (Signature of Officer)