Common use of Obligation of the Company to Indemnify Clause in Contracts

Obligation of the Company to Indemnify. The Company and Seller agrees to indemnify, defend and hold harmless Buyer and Parent (and their respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Buyer and/or Parent, the Company, or any of the foregoing persons arising out of any breach of the representations and warranties of the Company or Seller contained in this Agreement, or of the covenants and agreements of the Company or Seller contained in this Agreement or in the Schedules or any other Transaction Document.

Appears in 3 contracts

Samples: Stock Purchase and Recapitalization Agreement (Remark Enterprises Inc), Stock Purchase and Recapitalization Agreement (WES Consulting, Inc.), Stock Purchase and Recapitalization Agreement (Liberator, Inc.)

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Obligation of the Company to Indemnify. The Company and Seller Company, through its shareholders, as provided in the Escrow Agreement, agrees to indemnify, defend and hold harmless Buyer and Parent (and their its respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Buyer and/or ParentBuyer, the Company, or any of the foregoing persons arising out of any breach of the representations and warranties of the Company or Seller contained in this Agreement, or of the covenants and agreements of the Company or Seller contained in this Agreement or in the Schedules Schedules, Exhibits or any other Transaction Document.

Appears in 2 contracts

Samples: Stock Purchase and Recapitalization Agreement (Bluestar Health, Inc.), Stock Purchase and Recapitalization Agreement (Bluestar Health, Inc.)

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