Common use of Indemnification of Seller Clause in Contracts

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, and hold Seller harmless from and against all losses, expenses, damages, and liabilities suffered or incurred by Seller as a result of the untruth or breach of any representation or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Westcliff Trust), Purchase and Sale Agreement (Eastwood Trust)

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Indemnification of Seller. Purchaser agrees to indemnify, reimburse, will indemnify and hold harmless Seller harmless from and against all losses, expenses, damages, and liabilities Losses incurred or suffered or incurred by Seller as a result based upon or arising out of the untruth any inaccuracies in or any breach of any representation representation, warranty or warranty of Purchaser, or the failure covenant of Purchaser to perform any agreement or obligation of Purchaser, contained in this AgreementContract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereof.

Appears in 2 contracts

Samples: Contract of Purchase and Sale (Great Elm Group, Inc.), Contract of Purchase and Sale (Great Elm Capital Group, Inc.)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, Buyer will indemnify and hold Seller harmless from any and against all claims, losses, expenses, damagesliabilities, and liabilities suffered expenses that any Seller may suffer or incurred by Seller incur as a result of or relating to the untruth breach or inaccuracy, or any alleged breach or inaccuracy, of any representation or warranty of Purchaserthe representations, warranties, covenants, or agreements made by the failure of Purchaser to perform any agreement or obligation of Purchaser, contained Buyer in this AgreementAgreement or pursuant to the Ancillary Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autocorp Equities Inc)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, shall indemnify and hold Seller harmless from and against all will reimburse Seller for any losses, expenses, damages, deficiencies, claims, penalties, fines, costs or expenses, including reasonable attorney’s fees and liabilities suffered court costs at trial or on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”), incurred by Seller as a after the Sale Date to the extent that Purchaser’s Indemnified Matters result of the untruth or breach of any representation or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.from:

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Servicing (First Indiana Corp)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, shall indemnify and hold Seller harmless from and against all will reimburse Seller for any losses, expenses, damages, deficiencies, claims, penalties, fines, out-of-pocket costs or expenses, including reasonable attorney’s fees and liabilities suffered court costs in preparation for or at trial or on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”), incurred by Seller as a after the Sale and Transfer Date to the extent that Purchaser’s Indemnified Matters result of the untruth or breach of any representation or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.from:

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Netbank Inc)

Indemnification of Seller. Purchaser agrees to indemnify, reimburseBuyer shall indemnify Seller against, and hold Seller harmless from from, any and against all losses, expensesliabilities, damagescosts, claims, damages and liabilities suffered expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements) which Seller may incur or incurred by Seller as a result of the untruth or suffer arising out (i) any breach of or inaccuracy in any representation or warranty of Purchaser, Buyer in this agreement or the (ii) any breach of or failure of Purchaser to perform any agreement or obligation of Purchaser, contained Buyer’s obligations set forth in this Agreement.

Appears in 1 contract

Samples: Transaction and Registration Rights Agreement (Ternium S.A.)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, Each Buyer shall indemnify and hold Seller harmless from against any and against all lossesloss, cost or expense (including costs and expenses, damagesincluding reasonable counsel fees, incident to any and liabilities suffered all actions, suits, demands, assessments or incurred by Seller as a result of the untruth judgments relating to any claim made hereunder) resulting from any error or misrepresentation or breach of warranty or agreement of such Buyer (but not the other Buyers) contained herein or in any representation certificate, instrument or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreementschedule delivered pursuant hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emergent Group Inc)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, Buyer will indemnify and hold Seller harmless for any loss, liability, claim, damage or expense (including reasonable attorneys fees) arising from and against all losses, expenses, damages, and liabilities suffered or incurred by Seller as a result of the untruth or breach of any representation or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.connection with:

Appears in 1 contract

Samples: Agreement (Rock of Ages Corp)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, indemnify and hold Seller harmless from any and against all claims, losses, expenses, damages, damages and liabilities suffered reasonable out-of-pocket expenses arising out of or incurred by Seller as a result of the untruth or in any way related to breach of any representation representation, warranty or warranty of Purchaser, or the failure covenant of Purchaser to perform any agreement or obligation of Purchaser, contained set forth in this AgreementAgreement or any actions of Seller taken in compliance with written instruction from Purchaser.

Appears in 1 contract

Samples: Flow Mortgage Loan Interim Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S1)

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Indemnification of Seller. Purchaser agrees to indemnify, reimburse, indemnify and hold Seller harmless from and against all lossesany loss, expensescost, damagesexpense or other damage (including, and liabilities without limitation, reasonable attorneys' fees) suffered by Seller resulting from, arising out of or incurred by Seller as a result of with respect to the untruth falsity or breach of any representation representation, warranty or warranty of Purchasercovenant made by Purchaser herein, in any exhibit hereto, or the failure of Purchaser to perform in any agreement or obligation of Purchaser, contained in this Agreementdocument delivered pursuant hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Coyote Network Systems Inc)

Indemnification of Seller. Purchaser Buyer hereby agrees to indemnify, reimbursedefend and protect Seller against, and to hold Seller harmless from and against from, all losses, expensesclaims, liabilities, damages, costs and liabilities suffered or expenses whatsoever including without limitation reasonable legal fees and disbursements, incurred by Seller as a relating to the Property which arise, result of the untruth from or relate to any material breach of any representation of the representations or warranty warranties of Purchaser, or the failure Buyer set forth in Section 11.3 of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.

Appears in 1 contract

Samples: Easement Agreement (Agilent Technologies Inc)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, shall indemnify and hold Seller harmless from and against all will reimburse Seller for any losses, expenses, damages, deficiencies, claims, penalties, fines, costs or expenses, including reasonable attorney’s fees and liabilities suffered court costs at trial or on appeal (“Purchaser’s Indemnified Matters”), incurred by Seller as a after the Sale and Transfer Date to the extent that Purchaser’s Indemnified Matters result of the untruth or breach of any representation or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.from:

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Home Federal Bancorp)

Indemnification of Seller. Purchaser agrees to indemnify, reimburse, Buyer shall indemnify and hold Seller harmless from and against all losses, expenses, damagesagainst, and liabilities suffered reimburse Seller on demand for, any actual damage, loss, cost or expense (including reasonable attorneys' fees) incurred by Seller as a result of the untruth or resulting from any breach of any representation Buyer's representations or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreementwarranties.

Appears in 1 contract

Samples: Real Estate and Asset Purchase and Sale Agreement (Circuit Systems Inc)

Indemnification of Seller. Purchaser Buyer hereby agrees to indemnifyindemnify Seller against, reimburse, defend and hold Seller harmless from and against from, all liabilities, losses, expenses, damages, costs and liabilities suffered or expenses, including without limitation, legal fees and disbursements, incurred by Seller as a relating to the Property which arise or result from claims caused by acts, occurrences or matters that take place after the Close of the untruth or breach of any representation or warranty of Purchaser, or the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Agreement.Escrow. 13. Miscellaneous 13.1

Appears in 1 contract

Samples: Purchase and Sale Agreement (Arden Realty Inc)

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