Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, arising out of or relating to:

Appears in 4 contracts

Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)

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Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers Seller and its Affiliates and its and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurredto the extent based upon, sustained resulting from, with respect to or suffered by such Seller Indemnified Party as a result reason of, arising out of or relating to:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hologic Inc), Asset Purchase Agreement (Grifols SA)

Indemnification by the Buyer. The Subject to the limitations set forth herein, from and after the Closing, the Buyer shall hereby agrees to indemnify and hold harmless the Sellers Seller and their Affiliates respective Representatives (each, a “Seller Indemnified Party,” and together with the respective Representatives, successors and assigns of each of the foregoing (collectivelyBuyer Indemnified Parties, the “Seller Indemnified Parties”) ), from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained arising from or suffered by such Seller Indemnified Party as a result of, arising out of or relating toin connection with any:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Wireless Telecom Group Inc), Membership Interest Purchase Agreement (R F Industries LTD)

Indemnification by the Buyer. The Buyer shall reimburse, defend, indemnify and hold harmless the Sellers each Seller (each such person and their Affiliates and the respective Representativeshis or her heirs, successors administrators, personal representatives and assigns of each of the foregoing (collectively, the “is referred to herein as a "Seller Indemnified Parties”Party") from from, against and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result in respect of, arising out of or relating to:

Appears in 2 contracts

Samples: Stock Purchase Agreement (K Tron International Inc), Stock Purchase Agreement (K Tron International Inc)

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers Seller Parties and their Affiliates Affiliates, shareholders, directors, members, managers, employees and the respective Representatives, successors and assigns of each of the foregoing agents (collectively, the “Seller Indemnified Parties”) from for and againstagainst any and all Losses, whether or not due and shall compensate and reimburse each of payable, incurred by the Seller Indemnified Parties for, any in connection with each and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, arising out of or relating tothe following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Interlink Electronics Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers Seller Companies and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses asserted against, incurred, sustained or suffered by such Seller Indemnified Party any of the foregoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing Seller (collectively, the each a “Seller Indemnified PartiesParty”) from and againstin respect of, and shall compensate and reimburse each of the Seller Indemnified Parties forhold it harmless against, any and all Losses incurred, sustained Damages incurred or suffered by such Seller Indemnified Party as a result ofthe Company resulting from, arising out of relating to or relating toconstituting:

Appears in 1 contract

Samples: Asset Purchase Agreement (WebMD Health Corp.)

Indemnification by the Buyer. (a) The Buyer shall indemnify and hold save harmless the Sellers Seller, its directors, officers, employees, agents and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing shareholders (collectively, in this section collectively referred to as the “Seller Indemnified Parties”) ), from and againstagainst all Claims which may be made or brought against the Indemnified Parties, and shall compensate and reimburse each of the Seller Indemnified Parties foror which they may suffer or incur, any and all Losses incurred, sustained directly or suffered by such Seller Indemnified Party indirectly as a result of, arising out of or relating toin connection with:

Appears in 1 contract

Samples: Asset Purchase Agreement (Merge Healthcare Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, any of the foregoing to the extent arising out of or relating toresulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (America Movil Sa De Cv/)

Indemnification by the Buyer. The Buyer shall indemnify indemnify, defend and hold harmless the Sellers Seller, its directors, shareholders, officers, employees, affiliates, successors, assigns and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing agents (collectively, the “Seller Indemnified Parties”) from harmless from, against and againstin respect of, any and shall compensate and reimburse each all Losses incurred by any of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, arising out of or relating to the extent related to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Numerex Corp /Pa/)

Indemnification by the Buyer. The From and after the Closing, the Buyer shall indemnify agrees to indemnify, defend and hold harmless save the Sellers and their Affiliates and the respective Affiliates, officers, directors, employees, Representatives, successors equity holders, and assigns of each of the foregoing fiduciaries (collectivelyeach, the a “Seller Indemnified PartiesParty”) harmless from and against, and shall compensate and to promptly pay to each Seller Indemnified Party or reimburse each of the Seller Indemnified Parties Party for, any and all Losses incurred, sustained or suffered incurred by such Seller Indemnified Party as a result relating to, resulting from, or otherwise arising out of, arising out any of or relating tothe following:

Appears in 1 contract

Samples: Asset Acquisition Agreement (Xzeres Wind Corp.)

Indemnification by the Buyer. The Buyer shall indemnify From and hold harmless after the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectivelyClosing, the Buyer agrees to indemnify, defend and save the Seller and its Affiliates, officers, directors, employees, attorneys, equity holders, agents and fiduciaries (each, a “Seller Indemnified PartiesParty”) harmless from and against, and shall compensate and to promptly pay to each Seller Indemnified Party or reimburse each of the Seller Indemnified Parties Party for, any and all Losses incurred, sustained or suffered incurred by such Seller Indemnified Party as a result relating to, resulting from, or otherwise arising out of, arising out any of or relating tothe following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dolan Media CO)

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers Seller, Seller Parent and their respective Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, to the extent arising out of or relating toresulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ingevity Corp)

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers Seller, its shareholders, officers, directors, employees, agents and representatives and each of their Affiliates and the respective Representatives, heirs successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) at all times from and against, after the Closing Date from and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all any Losses incurred, incurred or sustained or suffered by such a Seller Indemnified Party as a result by reason of, or arising out of or relating toof:

Appears in 1 contract

Samples: Asset Purchase Agreement (Caliper Life Sciences Inc)

Indemnification by the Buyer. The Pursuant to Section 6.2, the Buyer shall indemnify and hold harmless the Sellers and their Seller, its Affiliates and the respective Representatives, successors and assigns and/or any of each of the foregoing its Representatives (collectively, the Seller Seller’s Indemnified Parties”) from and against, and shall compensate and reimburse each harmless in respect of the Seller Indemnified Parties for, any and all Losses incurred, sustained actually incurred or suffered by such Seller a Seller’s Indemnified Party as a result of(including Execution Version any Claim brought or otherwise initiated by any of them) relating to, arising out of or relating toresulting from:

Appears in 1 contract

Samples: Quota Purchase Agreement (Wd 40 Co)

Indemnification by the Buyer. The Buyer shall will indemnify and hold harmless the Sellers and their Affiliates Sellers, and the respective Representatives, successors representatives and assigns of each affiliates of the foregoing Sellers (collectivelyeach, the “a "Seller Indemnified Parties”) from Party"), from, against and against, in respect of any and shall compensate and reimburse each of all Losses incurred or suffered by the Seller Indemnified Parties for, or any and all Losses incurred, sustained or suffered by such Seller Indemnified Party of them as a result of, arising out of of, or directly or indirectly relating to:

Appears in 1 contract

Samples: License Agreement (Adams Respiratory Therapeutics, Inc.)

Indemnification by the Buyer. The Buyer shall indemnify indemnify, defend and hold harmless the Sellers Seller Parties and their Affiliates and the respective RepresentativesAffiliates, successors and assigns of each of the foregoing directors, officers, employees, agents or representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, arising direct damages that arise out of or relating torelate to third party claims and Liabilities incurred by any Seller Indemnitee, to the extent such Liabilities arise out of or result from, any one or more of the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Acceris Communications Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers Seller and their Affiliates and the respective Representativesits Affiliates, officers, directors, employees, agents, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained or suffered incurred by such Seller Indemnified Party as a result of, arising out of or relating toparties to the extent resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Insteel Industries Inc)

Indemnification by the Buyer. The Buyer shall defend, indemnify and hold harmless the Sellers and their Seller, each of its subsidiaries, Affiliates and the respective Representativesequity holders, successors and assigns of each of the foregoing their respective directors, officers, employees, agents, consultants, advisors, representatives and equity holders (collectively, the “Seller Indemnified PartiesParty”) from and against, and shall compensate and reimburse each in respect of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered incurred by such the Seller Indemnified Party as a result directly or indirectly arising out of, arising out occurring in connection with, or resulting from any of or relating tothe following:

Appears in 1 contract

Samples: Settlement Agreement and Release (Oncor Electric Delivery Co LLC)

Indemnification by the Buyer. The Buyer shall indemnify hereby agrees to indemnify, defend, and hold harmless the Sellers and their Affiliates Seller and the respective Seller’s Representatives, successors owners, controlling Persons, and assigns of each of the foregoing Affiliates (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of to pay to the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result the amount of, arising out of all Damages arising, directly or indirectly, from, asserted against, or incurred by reason of, resulting in any manner from, or relating in any manner to:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Circle Star Energy Corp.)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the "Seller Indemnified Parties") from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, any of the foregoing to the extent arising out of or relating toresulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Verizon Communications Inc)

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers and their Affiliates and the respective RepresentativesAffiliates, employees, agents, successors and assigns of (each of the foregoing (collectively, the “a "Seller Indemnified Party" and together with the Buyer Indemnified Parties, an "Indemnified Party") from shall be indemnified and against, held harmless by the Buyer for and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result ofLosses, arising out of or relating toresulting from:

Appears in 1 contract

Samples: Share Purchase Agreement (DryShips Inc.)

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Indemnification by the Buyer. The Buyer shall indemnify indemnify, defend and hold harmless the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and on demand reimburse each of the Seller Indemnified Parties Selling Party or his Affiliates for, any and all Losses incurredliabilities, sustained losses, damages, claims, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ and accounting fees) incurred by Selling Party or suffered by such Seller Indemnified Party as a result of, his Affiliates arising out of or relating toresulting from any of the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Pharmaceutical Formulations Inc)

Indemnification by the Buyer. The Buyer shall indemnify and indemnify, hold harmless and defend the Sellers Selling Parties and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, all of the foregoing, the "Seller Indemnified Parties”indemnified parties" or, individually, a "Seller indemnified party") from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained Damages that arise from or suffered by such Seller Indemnified Party as a result of, arising out of or relating toare in connection with:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nstor Technologies Inc)

Indemnification by the Buyer. The Buyer shall reimburse, defend, indemnify and hold harmless the Sellers each Seller (each such person and their Affiliates and the respective Representativesits heirs, successors and assigns of each of the foregoing (collectively, the is referred to herein as a “Seller Indemnified PartiesParty”) from from, against and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result in respect of, arising out of or relating to:

Appears in 1 contract

Samples: Securities Purchase Agreement (Eurand N.V.)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers Seller and their its Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, any of the foregoing to the extent arising out of or relating toresulting from:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Marriott International Inc /Md/)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers Seller and their its Affiliates and the respective Representatives, successors and assigns of each of the foregoing (each, a “Seller Indemnified Party”, and collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses asserted against, incurred, sustained or suffered by such Seller Indemnified Party any of the foregoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Technologies LTD)

Indemnification by the Buyer. The Buyer shall defend, ---------------------------- indemnify and hold harmless the Sellers Seller and their Affiliates and the respective Representativesits Affiliates, officers, directors, employees, agents, successors and assigns of each of the foregoing (collectively, the "Seller Indemnified Parties") from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained suffered or suffered -------------------------- incurred by such any Seller Indemnified Party as a result of, arising out of or relating toParties to the extent resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Solutia Inc)

Indemnification by the Buyer. The Buyer shall defend, indemnify and hold harmless the Sellers Seller and their its Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses asserted against, incurred, sustained or suffered by such Seller Indemnified Party any of the foregoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Evolving Systems Inc)

Indemnification by the Buyer. The Buyer shall indemnify hereby agrees to indemnify, defend, and hold harmless the Sellers and their Affiliates Seller and the respective Seller’s Representatives, successors owners, controlling Persons, and assigns of each of the foregoing Affiliates (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of to pay to the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result the amount of, arising out of all Damages arising, directly or indirectly, from, asserted against, or incurred by reason of; resulting in any manner from, or relating in any manner to:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Digital Valleys Corp)

Indemnification by the Buyer. The Buyer shall defend, indemnify and hold harmless the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing Sellers, its affiliates and their respective stockholders, directors, officers and employees (collectively, the each a “Seller Indemnified PartiesParty”) from and against, and shall compensate and reimburse each of against all Losses sustained or incurred by the Seller Indemnified Parties for(or any of them) to the extent directly or indirectly resulting from, or arising out of, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, arising out of or relating tothe following:

Appears in 1 contract

Samples: Asset Purchase Agreement (CCUR Holdings, Inc.)

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers and the Representative and their Affiliates respective officers, directors, partners, managers stockholders, employees, agents, representatives, affiliates, successors, and the respective Representatives, successors and permitted assigns of each of the foregoing (collectively, the "Seller Indemnified Parties") harmless from and against, against and shall compensate and pay on behalf of or reimburse each of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Parties in respect of any Loss that such Seller Party may suffer, sustain, or become subject to, as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Stock Purchase Agreement (Team Health Inc)

Indemnification by the Buyer. The Buyer shall reimburse, defend, indemnify and hold harmless the Sellers each Seller and their his or its Affiliates (each such person and the respective Representativesits heirs, successors and assigns of each of the foregoing (collectively, the is referred to herein as a “Seller Indemnified PartiesParty”) from from, against and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result in respect of, arising out of or relating to:

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cipher Pharmaceuticals Inc)

Indemnification by the Buyer. The Buyer shall defend, indemnify and hold harmless the Sellers Seller and their Affiliates and the respective Representativesits Affiliates, officers, directors, employees, agents, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained suffered or suffered incurred by such any Seller Indemnified Party as a result of, arising out of or relating toParties to the extent resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers Seller and their Affiliates and the respective Representativesits Affiliates, successors and assigns of each of and Persons serving as officers, directors, partners, managers, stockholders, members, employees and agents thereof (individually a "Seller Indemnified Party" and collectively the foregoing (collectively, the “"Seller Indemnified Parties") harmless from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, Adverse Consequences that may be sustained or suffered by such Seller Indemnified Party as a result of, any of them arising out of or relating tobased upon any of the following matters:

Appears in 1 contract

Samples: Unit Purchase Agreement (Viasat Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Sellers and their respective Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, against any and all Losses incurred, sustained or suffered by such Seller Indemnified Party as a result of, to the extent arising out of or relating resulting from, or related to:

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Enpro Industries, Inc)

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