Fill and Sign the Indemnification of Purchaser Sample Clauses Form

Indemnification of Purchaser of Personal Property from Estate Indemnity agreement made this __________________________ (date), between ___________________________________ (Name of Seller), Individually and as Administrator of the Estate of ________________________________ (Name of Descendent), who resides at __________________________________________________________________________ ________________ (street address, city, county, state, zip code) , hereinafter called Seller, and ____________________________ (Name of Buyer), a corporation organized and existing under the laws of the state of ________________________ (Name of State), with its principal office located at _______________________________________________________________ ____________________________________ (street address, city, county, state, zip code) , hereinafter referred to as Buyer. Whereas, Seller is selling to Buyer the personal property described in Exhibit A attached hereto and made a part hereof; and Whereas, the parties intend that Seller be responsible for debts of the said Estate and/or Seller , arising before and after the sale of the personal property; 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. Sellers 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 arise before and after the sale of the personal property as a result of said sale. 2. Notice of Claim Buyer shall 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 ten (10) years after the date of this Agreement. Any claim under this Section must be presented to Seller in writing describing the claim. 3. The Deed of Trust Seller’s obligations under and pursuant to this Indemnity Agreement are secured by a Deed of Trust on Property located at _______________________________________________ _____________________________________ (street address, city, county, state, zip code) , 4. Liability of Seller as Indemitor No continuation, extension, alteration, or renewal of the obligations pursuant to this Agreement, waiver of defense, nor any change of whatever kind or nature, whether or not consented to by Buyer, nor the death of Seller shall in any way relieve Seller, and/or Seller’s successors and assigns, from any liability assumed under this Agreement. 5. Modification and Cancellation There shall be no modification or change of the terms of this Agreement without the written approval of Buyer. Notwithstanding the foregoing, Seller shall have the right to request cancellation of this Agreement, provided that such cancellation shall not become effective until thirty (30) days after the date of the written acceptance by Seller of such cancellation. Cancellation shall not relieve Seller from liability assumed under this Agreement prior to such cancellation. 6. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 7. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 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. WITNESS our signatures as of the day and date first above stated. _______________________________ (Name of Buyer) By: ____________________________ ___________________________ (Printed or typed name) ___________________________ _____________________________ Name and Signature of Seller _____________________________ Administrator and Individually (Name and Office in Corporation) STATE OF _________________________ (Acknowledgement Form may vary by State) COUNTY OF ____________________________ Personally appeared before me, the undersigned authority in and for said County and State, on this ___ day of __________________, 20_____, within my jurisdiction, the within named ______________________________ (Name of Seller) , who acknowledged that he executed the above and foregoing instrument. ___________________________ NOTARY PUBLIC My Commission Expires: ___________________