Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 5 contracts

Samples: Stock Purchase Agreement (Macquarie Infrastructure Assets LLC), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO LLC), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO Trust)

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Indemnification by the Seller. The Purchaser Seller shall indemnify and its hold harmless the Purchaser, Parent and their Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for from and against any and all Liabilities, losses, damages, claims, out-of-pocket costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), ”) arising out of or resulting from:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Crown Castle International Corp), Stock Purchase Agreement (Quanta Services Inc)

Indemnification by the Seller. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including in connection with any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 2 contracts

Samples: Security Purchase Agreement (Macquarie Infrastructure Assets LLC), Stapled Security Purchase Agreement (Macquarie Infrastructure CO Trust)

Indemnification by the Seller. The Purchaser Seller shall indemnify and hold the Buyer and its Affiliates, successors and assigns and Persons serving as officers, directors, employeespartners, agentsmanagers, successors stockholders, members, employees and assigns agents thereof (each individually a "Purchaser Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") shall be indemnified and held harmless by the Seller for from and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually Adverse Consequences that may be sustained or suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), them arising out of or resulting frombased upon any of the following matters:

Appears in 1 contract

Samples: Unit Purchase Agreement (Viasat Inc)

Indemnification by the Seller. (a) The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for from and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including including, without limitation, reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including including, without limitation, any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ebenx Inc)

Indemnification by the Seller. The Purchaser Purchaser, the Company and its Affiliates, officers, directors, employees, agents, successors and assigns the Acquired Subsidiaries (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, Taxes, diminution in value, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Webmd Corp /New/)

Indemnification by the Seller. The Purchaser Purchaser, Dycom and its their Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller Sellers, jointly and severally, for and against any and all Liabilities, losses, diminution in value, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Quanta Services Inc)

Indemnification by the Seller. (A) The Purchaser and its Affiliates, officers, directors, employees, agents, successors employees and assigns agents (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expensesexpenses (including, interestwithout limitation, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), actually suffered or incurred by them arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Epoch Biosciences Inc)

Indemnification by the Seller. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each each, a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Roundys Inc)

Indemnification by the Seller. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller Parent and the Seller (jointly and severally) for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Equity Interest Transfer Agreement (Adama Agricultural Solutions Ltd.)

Indemnification by the Seller. The Except as set forth in Section 7.06, the Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for from and against any and all Liabilities, losses, damages, claimsClaims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Fremont General Corp)

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Indemnification by the Seller. (a) The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for from and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

Indemnification by the Seller. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each each, a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nash Finch Co)

Indemnification by the Seller. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, diminution in value, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Assumption Agreement (Selective Insurance Group Inc)

Indemnification by the Seller. (a) The Purchaser and its AffiliatesAffiliates (including the Company), officers, directors, employees, agents, successors and assigns (each a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs costs, interests and expensesexpenses (including, interestwithout limitation, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including including, without limitation, any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Rowe Companies)

Indemnification by the Seller. (a) The Purchaser and each of its Affiliates, officers, directors, employees, agents, successors and assigns (each each, a "Purchaser Indemnified Party") shall be indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including including, without limitation, attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including including, without limitation, any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:

Appears in 1 contract

Samples: Purchase Agreement (Dassault Systemes Corp)

Indemnification by the Seller. (i) The Purchaser Buyer and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Purchaser Buyer Indemnified Party") shall be ----------------------- indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action action brought or otherwise initiated by any of them) them (hereinafter a "Loss"), arising out of or resulting ---- from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Panolam Industries Inc)

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