INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Sample Clauses
The "Indemnification and Payment of Damages by Buyer" clause requires the buyer to compensate the seller for any losses, damages, or liabilities that arise from specific actions or breaches related to the transaction. Typically, this means if the buyer's conduct or failure to fulfill contractual obligations causes harm to the seller, the buyer must cover the resulting costs, including legal fees or third-party claims. This clause serves to protect the seller from financial harm due to the buyer's actions, ensuring that risk is fairly allocated and that the seller is not left bearing losses caused by the buyer.
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INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Seller Group") for, and shall pay to Seller Group the amount of any Damages arising from:
(a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement;
(b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement;
(c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or
(d) any loss, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF;
(e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; and
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, or (b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers for, and will pay to the Sellers the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by Buyer in this Agreement;
(b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement;
(c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to Sellers.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall indemnify and hold harmless each of the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all Damages arising, directly or indirectly, from, relating to or in any way sustained or incurred by reason of:
(a) any breach as of the date hereof or as of the Closing of any representation or warranty of Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement;
(b) any failure by Buyer to perform or comply with any covenant, undertaking or other agreement applicable to it contained in this Agreement; or
(c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless the Seller Stockholders, and will pay to the Seller Stockholders and their respective Representatives, controlling persons and affiliates (the "Seller Indemnified Person") the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its Affiliates (the "Seller Indemnified Persons") for, and will pay to the Seller Indemnified Persons, the amount of any Damages incurred by the Seller Indemnified Persons arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by Buyer in this Agreement, or any other certificate or document delivered by Buyer pursuant to this Agreement; or
(b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers, and their heirs and personal representatives, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, or (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement which is to be performed by Buyer after the Closing.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with:
(a) any untruth or inaccuracy of any representation or warranty made by Buyer in or pursuant to this Agreement or in any certificate delivered by Buyer pursuant to this Agreement;
(b) the failure by Buyer to observe or perform any covenant or obligation of Buyer in this Agreement;
(c) any Claims or Threatened Claims against an indemnified party arising in connection with the actions or inactions of the Company or the Buyer or the officers, directors, partners, employees or agents of the Company with respect to the business of the Company or its real property or other assets after Closing; or
(d) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions. If Sellers have a claim for indemnification under this Section 11.3, Sellers’ Representative will deliver to Buyer one or more written notices of Damages. Any written notice will state in reasonable detail the basis for such Damages to the extent then known by Sellers and the nature of Damages for which indemnification is sought, and it may state the amount of Damages claimed by Sellers. If such written notice (or an amended notice) states the amount of Damages claimed and Buyer notifies Sellers’ Representative that Buyer does not dispute the claim described in such notice or fails to notify Sellers’ Representative within 20 business days after delivery of such notice by Sellers’ Representative whether Buyer disputes the claim described in such notice, such Damages in the amount specified in Sellers’ Representative’s notice will be admitted by Buyer, and Buyer will pay the amount of such Damages to Sellers. If Buyer has timely disputed its liability with respect to such claim, Buyer and Sellers’ Representative will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of Damages claimed, such omission will not preclude Sellers from recovering from Buyer the amount of Damages with respect to the claim described in such notice if any such amount is promptly provided once determined.