Common use of Purchaser’s Indemnification Clause in Contracts

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached hereto; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser relating hereto or thereto.

Appears in 3 contracts

Samples: Note and Warrant Purchase Agreement (Smart Move, Inc.), Note and Warrant Purchase Agreement (Smart Move, Inc.), Securities Purchase Agreement (Incentra Solutions, Inc.)

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Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s 's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser relating hereto or theretohereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ventures National Inc), Securities Purchase Agreement (Ventures National Inc)

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or Agreement, any Related Agreement or in any exhibits or schedules attached heretohereto or thereto; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any other Related Agreement Agreement, or any other agreement entered into by the Company and Purchaser relating hereto or theretohereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Coach Industries Group Inc), Securities Purchase Agreement (Coach Industries Group Inc)

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s 's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto thereto; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser relating hereto or theretohereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Elec Communications Corp), Securities Purchase Agreement (Elec Communications Corp)

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend each of the Parent and the Company and each of the Company’s their officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Parent or the Company which results, arises out of or is based upon: upon (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Parent, the Company and Purchaser Purchaser, as applicable, relating hereto or theretohereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cycle Country Accessories Corp), Securities Purchase Agreement (Laurus Master Fund LTD)

Purchaser’s Indemnification. The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claimclaims, costcosts, expenseexpenses, liabilityliabilities, obligationobligations, loss losses or damage damages (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which resultsresult, arises arise out of or is are based upon: (ia) any misrepresentation by the Purchaser or breach of any representation or warranty by the Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (iib) any breach or default in performance by the Purchaser of any covenant or undertaking to be performed by the Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and the Purchaser relating hereto or theretohereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blast Energy Services, Inc.)

Purchaser’s Indemnification. The Purchaser agrees to indemnify, hold harmless, reimburse and defend the each Company and each of the such Company’s 's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claimclaims, costcosts, expenseexpenses, liabilityliabilities, obligationobligations, loss losses or damage damages (including reasonable legal fees) of any nature, incurred by or imposed upon the such Company which resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchaser or breach of any warranty by the Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (ii) any breach or default in performance by the Purchaser of any covenant or undertaking to be performed by the Purchaser hereunder, under any Related Agreement or any other agreement entered into by the such Company and the Purchaser relating hereto or theretohereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pacific Energy Resources LTD)

Purchaser’s Indemnification. 7.2 Purchaser's Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s 's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: upon (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser relating hereto or theretohereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Sports & Entertainment Inc/)

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Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s 's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: upon (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser relating hereto or theretohereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Billserv Inc)

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s 's officers, directors, agents, affiliates, control persons and principal shareholdersstockholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: upon (ia) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (iib) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser relating hereto or theretohereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ilive Inc/Nv)

Purchaser’s Indemnification. (a) The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s 's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claimclaims, costcosts, expenseexpenses, liabilityliabilities, obligationobligations, loss losses or damage damages (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchaser or breach of any warranty by the Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (ii) any breach or default in performance by the Purchaser of any covenant or undertaking to be performed by the Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and the Purchaser relating hereto or theretohereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Auxilio Inc)

Purchaser’s Indemnification. The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s 's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: upon (i) any misrepresentation by Purchaser or any breach of any representation or warranty by Purchaser in this Agreement or any Related Agreement or in any exhibits or schedules attached heretohereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser relating hereto or theretohereto.

Appears in 1 contract

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

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