Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, successors and assigns from and against any and all losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out of, relating to, or resulting from:

Appears in 2 contracts

Samples: Production Services Agreement (HeartWare LTD), Production Services Agreement (HeartWare LTD)

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Buyer’s Indemnification. Buyer shall indemnify, defend, agrees to indemnify and hold harmless Seller and Seller, its officers, directors, employees, agents, successors and assigns harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, liabilitiesexpenses and disbursements, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, including reasonable attorneys' fees and expenses) arising out of, of whatsoever kind and nature, imposed on, incurred by or asserted against any of them in any way relating to, arising out of or resulting fromfrom the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Veri-Tek International, Corp.)

Buyer’s Indemnification. Buyer shall indemnify, defend, indemnify and hold harmless Seller and Seller, its officers, directors, employees, agentsrespective Affiliates, successors and assigns and the directors, officers, managers, members, partners, employees, agents and Representatives of any of them (collectively, the “Seller Group”), from and against any and all losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) Losses arising out of, relating toor caused by, or resulting fromrelating to any of the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Biosynergy Inc)

Buyer’s Indemnification. (a) Buyer shall indemnifyindemnify Buyer and protect, defend, defend and hold harmless Seller and Seller, its Affiliates, officers, directors, employees, agents, agents and successors and assigns harmless from and against any and all lossesliability, claimsloss, actionscost, demand, lawsuits, injury or expense, including without limitation all court costs, liabilitiesexpert witness fees, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' trial preparation fees and expenses) arising out attorney's fees wheresoever and howsoever arising, so long as such fees or costs are reasonable in amount, which Seller may incur for or by reason of, relating to, or resulting from:

Appears in 1 contract

Samples: Master Agreement of Purchase and Sale (Amerus Life Holdings Inc)

Buyer’s Indemnification. Buyer shall indemnify, defend, defend and hold harmless Seller Supplier and its officers, directors, employees, agents, successors and assigns representatives from and against any and all lossesLosses arising from any Third-Party Claim to the extent caused by common law fraud, claimsnegligence, actions, costs, liabilities, expenses, fines, damages, and other relief gross negligence or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out of, relating to, or resulting from:willful misconduct of Buyer.

Appears in 1 contract

Samples: Supply Agreement (Eve Holding, Inc.)

Buyer’s Indemnification. Buyer shall indemnify, defend, indemnify and hold harmless Seller Seller, and its officersSeller's successors, directorsassigns, employees, and agents, successors and assigns harmless from and against any and all lossesloss, claimscost, actionsdamage, costsclaim, liabilitiesliability, expensesobligation, finesor expense, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' attorney fees and expenses) costs, in any way arising out of, relating to, from or resulting from:related to Buyer's ownership or use of the Assets from and after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chapeau Inc)

Buyer’s Indemnification. Buyer shall indemnify, defend, agrees to indemnify and hold Seller harmless Seller and its officers, directors, employees, agents, successors and assigns from and against any and all lossesdamage, claimsliability, actionsloss or cost, costsincluding reasonable attorney's fees (any such damage, liabilitiesliability, expensesloss or cost being hereinafter referred to as an "Indemnified Loss"), fines, damagesarising out of or resulting from, and other relief will pay Seller on demand the full amount Seller may pay or penalties it become obligated to pay in respect of any claim, suit or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) proceeding based upon or arising out of, relating to, or resulting from:

Appears in 1 contract

Samples: 2 Asset Purchase Agreement (KVH Industries Inc \De\)

Buyer’s Indemnification. Buyer shall indemnify, agrees to defend, indemnify and hold harmless Seller Supplier, and its officers, directorsemployees, employeessubsidiaries, affiliates, agents, successors sales representatives and assigns from and distributors harmless against any and all losses, claims, actions, costs, liabilities, damages and expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) costs arising directly or indirectly out ofof any claim of personal injury, relating to, death or resulting from:otherwise associated with the Buyer’s negligence or misuse of the Products.

Appears in 1 contract

Samples: Terms And

Buyer’s Indemnification. Buyer shall shall, promptly and fully, indemnify, defenddefend and save harmless each Seller, Royalty, Serologicals, their Affiliates and their respective directors, officers, and hold harmless employees (collectively, the "Seller Group") from, against, for and its officersin respect of any Losses and Related Expenses to the extent made against, directors, employees, agents, successors and assigns from and against incurred or required to be paid by any and all losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expensesmember(s) of the Seller Group to the extent arising out of, of or relating to, or resulting from:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Serologicals Corp)

Buyer’s Indemnification. Buyer shall indemnify, defend, defend and hold harmless Seller Sellers, their Affiliates and its each of their respective officers, directors, employees, agentsstockholders, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (the "Seller Indemnitees"), from and against any and all losses, claims, actions, costs, liabilities, expenses, fines, damagesagainst, and other relief pay or penalties it reimburse the Seller Indemnitees for, all Damages suffered or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out ofincurred by the Seller Indemnitees, relating to, to or resulting arising from:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)

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Buyer’s Indemnification. Buyer shall indemnify, defend, indemnify and hold harmless the Seller and its successors and assigns, and Seller’s directors, officers, directors, employees, agentsagents and representatives, successors and assigns from and against any and all lossesClaims, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out ofof or caused by, relating todirectly or indirectly, any or resulting fromall of the following:

Appears in 1 contract

Samples: Asset Acquisition Agreement (Supergen Inc)

Buyer’s Indemnification. Buyer shall indemnify, defend, indemnify and hold harmless Seller and its respective officers, partners, directors, employees, agents, successors and assigns (the "Seller Group"), from and against and in respect of any and all lossesDamages resulting from, claims, actions, costs, liabilities, expenses, fines, damages, and other relief in connection with or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out of, relating to, or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Tufco Technologies Inc)

Buyer’s Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, successors and assigns from and against any and all losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out ofas a result .of any claims, relating todemands, actions or other proceedings made or instituted by any third party against any of them and to the extent resulting from:

Appears in 1 contract

Samples: Production Services Agreement (Medicalcv Inc)

Buyer’s Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, successors and assigns from and against any and all losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out of, relating to, or resulting from:, directly or indirectly,

Appears in 1 contract

Samples: Development and Production Agreement (Possis Medical Inc)

Buyer’s Indemnification. Buyer shall indemnify, defend, indemnify and hold harmless Seller and Seller, its officersparents, directors, employees, agentssubsidiaries, successors and assigns assigns, from and against any and all costs, losses, claims, actions, coststaxes, liabilities, expenses, fines, damagespenalties, damages and other relief or penalties it or they may suffer expenses (including, but not limited to, including any interest and court costs imposed in connection therewith and reasonable attorneys' fees and expensesdisbursements of counsel) arising out ofincurred by Seller in connection with any breach or inaccuracy of any of the representations, relating towarranties, covenants or resulting from:agreements made by Buyer in this Agreement.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Rsi Holdings Inc)

Buyer’s Indemnification. (a) Buyer shall indemnify, defend, agrees to indemnify and hold harmless Seller and Seller, its Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all losses, claims, actions, costs, liabilities, expenses, fines, damagessuccessors, and other relief assigns, and related entities from, and to reimburse them for, any loss, cost, expense, damage, liability, or penalties it or they may suffer claim (includingincluding without limitation, but not limited all Legal Fees) relating to, reasonable attorneys' fees and expenses) arising out of, relating tobased upon, or resulting from:

Appears in 1 contract

Samples: Mortgage Loan Purchase and Warranties Agreement (Gs Mortgage Sec Corp Mortgage Pass THR Certs Ser 2003-Sea)

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