Common use of Other Indemnification Provisions Clause in Contracts

Other Indemnification Provisions. The above indemnification provisions are in addition to, and not in derogation of, any statutory, equitable or common law remedy any Party may have with respect to the transactions contemplated by this Agreement. The Seller agrees that it will not make any claim for indemnification against any of the Buyer Parties by reason of the fact that he, she or it was a director, officer, employee, shareholder or agent of the Seller or was serving at the request of the entity as a partner, trustee, director, officer, employee or agent of another entity (whether the claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether the claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against the Seller (whether the action, suit, proceeding, complaint, claim or demand is pursuant to this Agreement, applicable Law or otherwise).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Innuity, Inc. /Ut/), Asset Purchase Agreement (Innuity, Inc. /Ut/)

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Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor any intentional misrepresentation or intentional non-disclosure of any material fact. The Seller agrees Sellers hereby agree that it they will not make any claim for indemnification against any of the Buyer Parties Corporation by reason of the fact that hethey were directors, she officers, employees, or it was a director, officer, employee, shareholder or agent agents of the Seller Corporation or was were serving at the request of the entity thereof as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties Purchaser against the Seller Sellers (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Seafield Capital Corp), Stock Purchase Agreement (Response Oncology Inc)

Other Indemnification Provisions. The above foregoing indemnification -------------------------------- provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller agrees Sellers hereby agree that it they will not make any claim for indemnification against any of the Buyer Parties Company by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the such Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Intellisys Group Inc), Stock Purchase Agreement (Intellisys Group Inc)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller hereby agrees that it he will not make any claim for indemnification against any of the Buyer Parties Company and its Subsidiaries by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller Each of Sellers hereby agrees that he or it will not make any claim for indemnification against any of the Buyer Parties Acquired Corporation by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the such Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Stock Purchase Agreement (Argosy Education Group Inc)

Other Indemnification Provisions. The above foregoing indemnification --------------------------------- provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller agrees Company and the Sellers hereby agree that it they will not make any claim for indemnification against any of the Buyer Parties and its Subsidiaries by reason of the fact that he, she or it was a director, officer, employee, shareholder or an agent of the Seller Company or the Sellers or was serving at the request of the any such entity or person as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the Seller Company or the Sellers (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Asset Purchase Agreement (Intellisys Group Inc)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller hereby agrees that it will not make any claim for indemnification against any of the Buyer Parties Target by reason of the fact that he, she or it any individual associated with the Seller was a director, officer, employee, shareholder or agent of the Seller or was serving at the request of the entity Seller as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against the Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Stock Purchase Agreement (Astor Holdings Ii Inc)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to for breach of representation, warranty, or covenant. Each of the transactions contemplated by this Agreement. The Seller Shareholders hereby agrees that he or it will not make any claim for indemnification against any of the Buyer Parties Seller by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the Seller such Shareholder (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Employment and Noncompetition Agreement (Romac International Inc)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller hereby agrees that it he will not make any claim for indemnification against any of the Buyer Parties Target and its Subsidiaries by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Equity Purchase Agreement (Comtelco International Inc)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the Company or the transactions contemplated by this Agreement. The Seller Each of the Sellers hereby agrees that it he will not make any claim for indemnification against any of the Buyer Parties Company by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller Company or was serving at the request of the entity Company as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties Purchaser against the such Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Stock Purchase Agreement (Relocate 411 Com Inc /)

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Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to Target or the transactions contemplated by this Agreement. The Seller hereby agrees that it he will not make any claim for indemnification against any of the Buyer Parties Target by reason of the fact that he, she or it he was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, manager, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the such Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Stock Purchase Agreement (US Parts Online Inc)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller hereby agrees that he or it will not make any claim for indemnification against any of the Buyer Parties Target by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the such Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Stock Purchase Agreement (Sys)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller hereby agrees that it he will not make any claim for indemnification against any of the Buyer Parties Target by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Exchange Agreement (Swissray International Inc)

Other Indemnification Provisions. The above foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Seller hereby agrees that it he will not make any claim for indemnification against any of the Buyer Parties Company by reason of the fact that he, she or it he was a director, officer, employee, shareholder or agent of the Seller any such entity or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, settlement losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by any of the Buyer Parties against the such Seller (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Stock Purchase Agreement (Equimed Inc)

Other Indemnification Provisions. The above foregoing indemnification -------------------------------- provisions are in addition to, and not in derogation of, any statutory, equitable equitable, or common law remedy any Party may have with respect to the transactions contemplated by this Agreementfor breach of representation, warranty, or covenant. The Each Seller and each Principal hereby agrees that he or it will not make any claim for indemnification against any of the Buyer Parties and its Subsidiaries by reason of the fact that he, she he or it was a director, officer, employee, shareholder or agent of any of the Seller Sellers or was serving at the request of the any such entity as a partner, trustee, director, officer, employee employee, or agent of another entity (whether the such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses expenses, or otherwise and whether the such claim is pursuant to any statute, charter document, bylaw, agreement agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim claim, or demand brought by the Buyer against any of the Buyer Parties against the Seller Sellers (whether the such action, suit, proceeding, complaint, claim claim, or demand is pursuant to this Agreement, applicable Law law, or otherwise).

Appears in 1 contract

Samples: Asset Purchase Agreement (Interpore International /Ca/)

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