Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. From and after Closing and subject to the other provisions of this Article XII, Seller shall indemnify and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses actually incurred by a Buyer Indemnitee, and resulting from:

Appears in 5 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement (Laclede Group Inc)

AutoNDA by SimpleDocs

Indemnification by Seller. From and after Closing and subject to the other provisions of this Article XIIXIII, Seller shall indemnify and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the "Buyer Indemnitees") from and against any and all Losses actually incurred by a Buyer Indemnitee, and arising out of or resulting from:

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Citizens Utilities Co), Purchase and Sale Agreement (Citizens Communications Co), Purchase and Sale Agreement (Citizens Utilities Co)

Indemnification by Seller. From and after Closing On the other terms and subject to the other provisions conditions of this Article XIIVII, from and after the Closing, Seller shall agrees to indemnify and hold harmless Buyer, its Representatives, Affiliates, Affiliates and each of its and their successors and permitted assigns respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against against, any and all Losses actually incurred by a suffered, incurred, paid, sustained by, or imposed upon, any Buyer Indemnitee, and Indemnitee arising out of or resulting from:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Joe's Jeans Inc.), Asset Purchase Agreement (Joe's Jeans Inc.), Asset Purchase Agreement

Indemnification by Seller. From and after Closing and Following the Closing, but subject to the other provisions of this Article XIIARTICLE 8, Seller shall indemnify indemnify, defend and hold harmless Buyer, Purchaser and its Representatives, Affiliates, and each of their successors and permitted assigns Representatives (collectively, the Buyer Purchaser Indemnitees”) from and against against, and shall compensate and reimburse each of Purchaser Indemnitees for, any and all Losses actually suffered or incurred by a Buyer Indemnitee, and resulting fromany Purchaser Indemnitee or to which any Purchaser Indemnitee may otherwise become subject arising out of or related to:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Zogenix, Inc.)

Indemnification by Seller. From and after Closing and subject to the other provisions of this Article XII, Seller shall indemnify and hold harmless Buyer, its Representatives, AffiliatesAffiliates (which after the Closing shall include the Subsidiary), and each of their successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses actually incurred by a Buyer Indemnitee, and resulting from:

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Southern Union Co), Purchase and Sale Agreement (Laclede Group Inc)

Indemnification by Seller. From and after Closing and subject Subject to the other provisions terms and conditions of this Article XII9, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless BuyerBuyer and its Affiliates (including, its after the Closing, the Acquired Companies) and their respective Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against against, and shall pay and reimburse each of the Buyer Indemnitees for, any and all Losses actually incurred by a of the Buyer IndemniteeIndemnitees, and resulting fromto the extent arising out of:

Appears in 2 contracts

Samples: Share Purchase Agreement (Amerisourcebergen Corp), Share Purchase Agreement (Walgreens Boots Alliance, Inc.)

Indemnification by Seller. From and after Closing and subject to the other provisions of this Article XII, Seller shall indemnify and hold harmless Buyer, its Representatives, AffiliatesAffiliates (which after the Closing shall include the Subsidiaries), and each of their successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses actually incurred by a Buyer Indemnitee, and resulting from:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Southern Union Co), Purchase and Sale Agreement (Southern Union Co)

Indemnification by Seller. From and after Closing and subject to the other provisions of this Article XIIXI, Seller shall indemnify indemnify, defend and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses actually incurred by a Buyer Indemnitee, and in connection with, arising out of or resulting from:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement

Indemnification by Seller. From and after Closing and subject to the other provisions of this Article XII, Seller shall indemnify and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses actually incurred by a Buyer Indemnitee, and directly resulting from:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Southern Union Co), Purchase and Sale Agreement (Ugi Corp /Pa/)

Indemnification by Seller. (a) From and after the Closing and subject to the other provisions of this Article XII, Seller shall indemnify indemnify, defend and hold harmless Buyer, its RepresentativesAffiliates and their respective officers, Affiliatesdirectors, and each of their employees, agents, successors and permitted assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from from, against and against in respect of, and compensate and reimburse them for, any and all Losses actually imposed on, sustained, incurred or suffered by a any of the Buyer Indemnitee, and Indemnified Parties to the extent arising out of or resulting from:

Appears in 1 contract

Samples: Option and Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Indemnification by Seller. From Subject to the limitations expressly set forth in this Article VIII, from and after Closing and subject to the other provisions of this Article XIIClosing, Seller shall indemnify will indemnify, defend and hold harmless BuyerBuyer and its Affiliates, its Representatives, Affiliatesequityholders, and each of their successors and permitted assigns (all such foregoing Persons, collectively, the “Buyer Indemnitees”) from and against any and all Losses actually incurred by a the Buyer IndemniteeIndemnitees may suffer, and sustain or become subject to, arising out of, in connection with or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Navidea Biopharmaceuticals, Inc.)

Indemnification by Seller. From and after Closing and subject to the other provisions of this Article XII, Seller shall indemnify and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the "Buyer Indemnitees") from and against any and all Losses actually as incurred by a Buyer Indemnitee, payable quarterly upon proper written request, and directly resulting from:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Oneok Inc /New/)

Indemnification by Seller. From and after (a) After the Closing and subject to the other provisions of limitations set forth in this Article XIIVIII, Seller shall indemnify indemnify, defend and hold harmless Buyer, its RepresentativesAffiliates and representatives (including the Companies) and their respective heirs, Affiliates, and each of their successors and permitted assigns (collectively, the “Buyer IndemniteesIndemnified Parties) ), from and against any and all Losses actually which are incurred or suffered by a the Buyer Indemnitee, Indemnified Parties and resulting which arise out of or result from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Compass Diversified Holdings)

Indemnification by Seller. From and after Closing and subject Subject to the other provisions of in this Article XIIVIII, Seller shall indemnify and hold harmless Buyer, its RepresentativesAffiliates and its and their respective directors, Affiliates, and each of their successors and permitted assigns officers or employees (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against any and all Losses actually incurred by a the Buyer Indemnitee, and Indemnified Parties arising or resulting fromdirectly or indirectly from the items set forth below:

Appears in 1 contract

Samples: Stock Purchase Agreement (API Technologies Corp.)

Indemnification by Seller. From Subject to the limitations set forth in this ‎Article IX, from and after Closing and subject to the other provisions of this Article XIIClosing, Seller shall indemnify agrees to indemnify, defend and hold harmless BuyerPurchaser, each of its Representatives, Affiliates, Affiliates and each of their successors and permitted assigns respective Representatives (collectively, the “Buyer IndemniteesPurchaser Indemnified Persons”) harmless from and against in respect of any and all Losses actually incurred by a Buyer Indemniteethat they may incur arising out of, and relating to or resulting from:: 66

Appears in 1 contract

Samples: Asset Purchase Agreement (Arlo Technologies, Inc.)

Indemnification by Seller. From and after Closing and subject Subject to the other provisions of this Article XIIArticle, Seller shall shall, from and after the Closing, indemnify Purchaser and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the each a Buyer IndemniteesPurchaser Indemnified Person”) from against, and against hold each Purchaser Indemnified Person harmless from, any and all Losses actually incurred or suffered by a Buyer Indemnitee, and such Purchaser Indemnified Person resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (YouNow, Inc.)

Indemnification by Seller. From and after Closing and subject Subject to the other provisions of limitations set forth in this Article XIIIX, Seller shall indemnify indemnify, defend, save and hold harmless BuyerPurchaser, its RepresentativesPurchaser’s Affiliates (including, Affiliatesafter the Closing, the Company) and each the Representatives of their successors and permitted assigns any of them (collectively, the Buyer Purchaser Indemnitees”) harmless from and against any and all Losses actually incurred by a Buyer Indemnitee, and resulting fromany Purchaser Indemnitee arising out of:

Appears in 1 contract

Samples: Purchase Agreement (Ryerson Tull Inc /De/)

Indemnification by Seller. (a) From and after the Closing and subject to the other provisions of this Article XII, Seller shall indemnify indemnify, defend and hold harmless Buyer, its RepresentativesAffiliates and their respective officers, Affiliatesdirectors, and each of their employees, agents, successors and permitted assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from from, against and against in respect of any and all Losses actually imposed on, sustained, incurred or suffered by a any of the Buyer Indemnitee, and Indemnified Parties arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Angiodynamics Inc)

AutoNDA by SimpleDocs

Indemnification by Seller. From Subject to the provisions of Article VII and Article VIII, from and after Closing and subject to the other provisions of this Article XIIClosing, Seller shall agrees to indemnify and hold harmless BuyerPurchaser and its officers, its Representatives, Affiliates, directors and each of their successors and permitted assigns affiliates (collectively, including the Acquired Companies) (the “Buyer IndemniteesPurchaser Indemnified Persons) from and ), against any and all Losses actually (other than Losses relating to Taxes for which the indemnification provisions in Section 7.1 shall govern) incurred or suffered by the Purchaser Indemnified Persons, or any of them, as a Buyer Indemnitee, and resulting fromresult of:

Appears in 1 contract

Samples: Stock Purchase Agreement (Grubb & Ellis Co)

Indemnification by Seller. From and after Closing and subject Subject to the other provisions of limitations set forth in this Article XIIVIII, if the Closing occurs, Seller shall indemnify agrees to indemnify, defend and hold harmless BuyerPurchaser and its directors, its Representativesofficers, employees, Affiliates, successors, permitted assigns, agents and each of their successors and permitted assigns representatives (collectively, the “Buyer Purchaser Indemnitees”) ), from and against any and all Losses actually incurred by a Buyer Indemnitee, and resulting fromfrom or related to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nash Finch Co)

Indemnification by Seller. From and after Closing and subject Subject to the other provisions terms and conditions of this Article XII9, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless Buyer, its the Acquired Companies and their respective Affiliates, Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against against, and shall pay and reimburse each of the Buyer Indemnitees for, any and all Losses actually incurred by a of the Buyer Indemnitee, and resulting fromIndemnitees to the extent arising out of:

Appears in 1 contract

Samples: Quotas Purchase Agreement (Compass Minerals International Inc)

Indemnification by Seller. From and after Closing and the Closing, subject to the other provisions of terms and limitations in this Article XII12, Seller shall indemnify indemnify, defend and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the Buyer Indemnitees”) Indemnitees from and against any and all Losses actually incurred by any of the Buyer Indemnitees (whether such Losses relate to a Buyer Indemnitee, and resulting fromThird Party Claim or a Direct Claim) that arise out of or are a result of:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pembina Pipeline Corp)

Indemnification by Seller. (a) From and after the Closing and subject to the other provisions of this Article XIIXI, Seller shall indemnify indemnify, defend and hold harmless Buyer, its RepresentativesAffiliates and their respective officers, Affiliatesdirectors, and each of their employees, agents, successors and permitted assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from from, against and against in respect of any and all Losses actually imposed on, sustained, incurred or suffered by a any of the Buyer Indemnitee, and Indemnified Parties arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Indemnification by Seller. From Subject to the limitations set forth in this Article VIII and Section 7.7, from and after Closing and subject to the other provisions of this Article XIIClosing, Seller shall indemnify agrees to indemnify, defend and hold harmless BuyerPurchaser, each of its Representatives, Affiliates, Affiliates (including the Miraclon Entities and the Transferred Subsidiaries) and each of their successors and permitted assigns respective Representatives (collectively, the “Buyer Purchaser Indemnitees”) harmless from and against any and all Losses actually suffered or incurred by a Buyer Indemnitee, and any Purchaser Indemnitee to the extent arising out of or resulting from:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co)

Indemnification by Seller. From and after Closing and subject Subject to the other provisions of this Article XIIVII, Seller shall indemnify and hold harmless BuyerPurchaser, its Representatives, Affiliatesany Affiliate of Purchaser, and each of their successors respective officers, directors, stockholders, employees, agents and permitted assigns representatives (collectivelyeach, the a Buyer IndemniteesPurchaser Indemnitee”) from and after the Closing Date, from and against any and all Losses Damages actually incurred by such Purchaser Indemnitee as a Buyer Indemnitee, and resulting fromresult of:

Appears in 1 contract

Samples: Stock Purchase Agreement (RxElite, Inc.)

Indemnification by Seller. From and after Closing and subject (a) Subject to the other provisions of this Article XII, Seller shall indemnify against and hold harmless Buyer, its Representatives, Affiliates, and each of their successors and permitted assigns assigns, and their respective employees, officers and directors (collectively, the “Buyer IndemniteesIndemnified Parties”) from and against any and all Losses actually incurred by a Buyer Indemnitee, and resulting from:f...

Appears in 1 contract

Samples: Asset Purchase Agreement

Indemnification by Seller. From and after Closing and subject Subject to the other provisions of this Article XII7, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless Buyer, Buyer and its Representatives, Affiliates, and each of their successors respective officers, directors, and permitted assigns employees (collectively, the “Buyer Indemnitees”) from and against against, and compensate and reimburse the Buyer Indemnitees for, any and all Losses actually incurred by a any Buyer Indemnitee, and resulting fromIndemnitee arising out of:

Appears in 1 contract

Samples: Asset Purchase Agreement (Catalyst Pharmaceuticals, Inc.)

Indemnification by Seller. From Subject to the limitations set forth in this Article IX, from and after Closing and subject to the other provisions of this Article XIIClosing, Seller shall indemnify agrees to indemnify, defend and hold harmless BuyerPurchaser, each of its Representatives, Affiliates, Affiliates and each of their successors and permitted assigns respective Representatives (collectively, the “Buyer IndemniteesPurchaser Indemnified Persons”) harmless from and against in respect of any and all Losses actually incurred by a Buyer Indemniteethat they may incur arising out of, and relating to or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Opko Health, Inc.)

Indemnification by Seller. From Subject to and to the extent provided in this Article, from and after Closing and subject to the other provisions of this Article XIIClosing, Seller shall indemnify indemnify, defend and hold harmless Buyer, its Representatives, Affiliates's Indemnified Persons, and each of their successors and permitted assigns (collectivelythem, the “Buyer Indemnitees”) from and against any and all Losses actually incurred or suffered by Buyer's Indemnified Persons, directly or indirectly, as a Buyer Indemnitee, and resulting result of or arising from:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vanguard Health Systems Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.