Common use of Buyer’s Agreement to Indemnify Clause in Contracts

Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless Seller and Affiliates and its and their respective directors, officers, employees, members, managers, partners, controlling Persons, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Seller Damages”) asserted against or incurred by any of Seller Indemnitees as a result of or arising out of:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Summit Midstream Partners, LP), Purchase and Sale Agreement (Summit Midstream Partners, LP)

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Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless Seller and, if Seller shall be wound-up and Affiliates and its and their respective directorsdissolved or shall otherwise cease to exist, officers, employees, members, managers, partners, controlling Persons, agents and representatives the Seller Shareholders and their respective successors and assigns (collectivelyassigns, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including including, without limitation, reasonable attorneys' and accountant's fees and expenses) (collectively, “collectively "Seller Damages") asserted against or incurred by any of Seller Indemnitees or the Seller Shareholders and their respective successors and assigns, as the case may be, as a result of of, relating to or arising out ofof the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (PRT Group Inc)

Buyer’s Agreement to Indemnify. Subject to (a) Upon the terms and subject to the conditions set forth hereinin this Agreement, from and after the Closing, the Buyer shall indemnify and hold harmless Seller and Affiliates and its the Sellers and their respective directors, officers, employees, members, managers, partnersaffiliates, controlling Personspersons, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Seller Damages”) asserted against or incurred by any of Seller Indemnitees as a result Indemnitee to the extent arising out of or arising out ofresulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Pride International Inc)

Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless each of Seller and Affiliates and its and their respective directors, officers, employees, members, Seller's managers, partners, employees, Affiliates, controlling Personspersons, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including costs of investigation and reasonable attorneys' fees and expenses, but excluding all punitive, incidental, indirect, special or consequential damages (unless payable to a third party)) (collectively, the “Seller Damages”) asserted against or actually incurred by any of Seller Indemnitees Indemnitee as a result of or arising out of:

Appears in 1 contract

Samples: Estoppel Certificate (Rayonier Inc)

Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, the Buyer shall indemnify and hold harmless the Seller and Affiliates and its and their respective directors, officers, employees, members, managers, partnersAffiliates, controlling Persons, agents Persons and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”"SELLER INDEMNITEES") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, payments, costs and expenses (including including, without limitation, reasonable attorneys' fees and expenses) (collectively, “Seller Damages”"SELLER DAMAGES") asserted against or incurred by any of Seller Indemnitees Indemnitee as a result of or arising out ofof or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Saf T Hammer Corp/Nv)

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Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless each of Seller and Affiliates and its and their respective directors, officers, employees, members, Seller’s managers, partners, employees, Affiliates, controlling Personspersons, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including costs of investigation and reasonable attorneys’ fees and expenses, but excluding all punitive, incidental, indirect, special or consequential damages (unless payable to a third party)) (collectively, the “Seller Damages”) asserted against or actually incurred by any of Seller Indemnitees Indemnitee as a result of or arising out of:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rayonier Inc)

Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth hereinprovisions of this Article VII, from and after the Closing, Buyer shall indemnify indemnify, defend and hold harmless Seller Sellers and their Affiliates and its and their respective officers, directors, officers, employeespartners, members, managers, partnersemployees, controlling Personspersons, agents and representatives and their respective successors and assigns (collectively, collectively the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including including, without limitation, reasonable outside attorneys’ fees and expenses) (collectively, collectively “Seller Damages”) asserted against or incurred by any of Seller Indemnitees Indemnitee as a result of or arising out of:

Appears in 1 contract

Samples: Asset Purchase Agreement (Hemiwedge Industries, Inc)

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