Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 33 contracts
Samples: Stock Purchase Agreement (Wavedancer, Inc.), License Purchase Agreement (Planet 13 Holdings Inc.), Asset Purchase Agreement (Byrna Technologies Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them Seller harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 14 contracts
Samples: Asset Purchase Agreement (Item 9 Labs Corp.), Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (ARC Group Worldwide, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 12 contracts
Samples: Asset Purchase Agreement (Kindcard, Inc.), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 8 contracts
Samples: Asset Purchase Agreement (P&f Industries Inc), Asset Purchase Agreement (Dixie Group Inc), Asset Purchase Agreement (Smith Micro Software, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 5 contracts
Samples: Asset Purchase Agreement (HireQuest, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Gulf Island Fabrication Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.), Membership Interest Purchase Agreement (reAlpha Tech Corp.), Asset Purchase Agreement (Crown Electrokinetics Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, from and after the Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them the Seller Indemnitees harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, of or with respect to or by reason ofto:
Appears in 4 contracts
Samples: Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Luna Innovations Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Intellinetics, Inc.), Asset Purchase Agreement (EzFill Holdings Inc), Asset Purchase Agreement (Mphase Technologies Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall shall, to the furthest extent permitted by applicable Law, indemnify and defend each of Seller and each and all of its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Chugach Electric Association Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Allarity Therapeutics, Inc.), Plan of Reorganization and Asset Purchase Agreement (Allarity Therapeutics, Inc.), Option Agreement (VidAngel, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and Seller, its Affiliates and any of their respective Representatives officers, directors, employees, and agents (collectively, the “Seller IndemniteesIndemnified Parties”) against, and shall hold each of them the Seller Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses of, incurred or sustained by, or imposed upon, the Seller Indemnitees Indemnified Parties based upon, arising out of, relating to, with respect to or by reason of:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (Patterson Companies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall defend, indemnify and defend each of Seller hold harmless Seller, its affiliates, successors and its Affiliates assigns, and their respective Representatives (collectivelystockholders, the “Seller Indemnitees”) againstdirectors, officers and shall hold each of them harmless employees and agents from and against, and shall pay and reimburse each of them for, any and against all Losses incurred arising from or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason ofrelating to:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Oragenics Inc), Asset Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 3 contracts
Samples: Asset Purchase Agreement (BT Brands, Inc.), Asset Purchase Agreement (AmpliTech Group, Inc.), Asset Purchase Agreement (Verus International, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Agreement and Plan of Reorganization (Development Capital Group, Inc.), Membership Interest Purchase Agreement (Imprimis Pharmaceuticals, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Stock Purchase Agreement (LifeMD, Inc.), Stock Purchase Agreement (Security National Financial Corp), Membership Interest Purchase Agreement (Fat Brands, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ecoark Holdings, Inc.), Asset Purchase Agreement (Avant Diagnostics, Inc), Asset Purchase Agreement (SMTP, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 3 contracts
Samples: Securities Purchase Agreement (TILT Holdings Inc.), Asset Purchase Agreement (Astronics Corp), Securities Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP), Asset Purchase Agreement (Sprague Resources LP)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, by the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Micronet Enertec Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Edison Nation, Inc.), Stock Purchase Agreement (Sterling Construction Co Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.), Asset Purchase Agreement (Dynatronics Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer shall indemnify and defend each of Seller and its Seller, their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”and/or Seller’s Representatives) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees (and/or Seller’s Representatives) based upon, arising out of, or with respect to or by reason ofto:
Appears in 2 contracts
Samples: Equipment Purchase Agreement (Body & Mind Inc.), Asset Purchase Agreement (Body & Mind Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Beam Global), Stock Purchase Agreement (Cosmos Holdings Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, by the Seller Indemnitees based upon, arising out of, with respect to of or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Seneca Foods Corp), Asset Purchase Agreement (Paradise Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Creatd, Inc.), Stock Purchase Agreement (Creatd, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Staffing 360 Solutions, Inc.), Share Purchase Agreement (Staffing 360 Solutions, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Party and its respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the such Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vertex Energy Inc.), Asset Purchase Agreement (Vertex Energy Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Agreement (including Article VIII), Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Horizon Therapeutics Public LTD Co), Asset Purchase Agreement (Hyperion Therapeutics Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Purchase Agreement (Crestwood Equity Partners LP), Purchase Agreement (Foundation Healthcare, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Seller, the Members, their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives ((which shall exclude the Company and its Representatives) (collectively, the “Seller Indemnitees”)) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (EV Energy Partners, LP), Stock Purchase Agreement (EV Energy Partners, LP)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Buyer shall indemnify and defend each of Seller and its Affiliates Affiliates, and each of their respective Representatives past and present officers, directors, shareholders, agents, and representatives (collectively, the “Seller IndemniteesIndemnified Parties”) ), against, and shall hold each of them the Seller Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any Seller Indemnified Party after the Seller Indemnitees Closing based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Famous Daves of America Inc), Asset Purchase Agreement (Famous Daves of America Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gb Sciences Inc), Membership Interest Purchase Agreement (Gb Sciences Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall defend, indemnify and defend each of Seller and hold harmless Seller, its Affiliates and their respective Representatives members, managers, stockholders, directors, officers, employees and other representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses Damages asserted against or incurred or sustained by, or imposed upon, the by such Seller Indemnitees based upon, arising out of, with respect to or by reason ofof or resulting from:
Appears in 2 contracts
Samples: Asset Purchase Agreement (AMEDICA Corp), Asset Purchase Agreement (AMEDICA Corp)
Indemnification by Buyer. Subject From and after the Closing and subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify indemnify, hold harmless, reimburse and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, by the Seller Indemnitees based upon, arising out of, with respect to of or by reason ofresulting from:
Appears in 2 contracts
Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIISection 8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller Company and its Affiliates and their respective Representatives (collectively, the “Seller Company Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Company Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Assignment Agreement (Xenetic Biosciences, Inc.), Assignment Agreement (Xenetic Biosciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer Xxxxx shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wavedancer, Inc.), License Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bio Key International Inc), Stock Purchase Agreement (Bio Key International Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Hebron Technology Co., LTD), Stock Purchase Agreement (Dougherty's Pharmacy, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives Representatives, successors and assigns (collectively, the “Seller IndemniteesSellers Indemnified Parties”) against, and shall hold each of them the Sellers Indemnified Parties harmless from and against, and shall will pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees Sellers Indemnified Parties based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall reimburse, indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify indemnify, defend and defend each of Seller hold harmless the Sellers and its Affiliates their Affiliates, and their respective Representatives officers, directors, employees, shareholders, members, partners, agents, representatives, successors and assigns (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred by any Seller Indemnitee arising or sustained by, resulting directly or imposed upon, indirectly from the Seller Indemnitees based upon, arising out of, with respect to or by reason ofitems set forth below:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, from and after Closing, Buyer shall indemnify and defend the Sellers and their Affiliates and each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall shall, to the furthest extent permitted by applicable Law, indemnify and defend each of Seller and each and all of its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:: Asset Purchase and Sale Agreement, between
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Share Purchase Agreement (Allied Motion Technologies Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GreenBox POS)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller "Sellers Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIXII, Buyer shall indemnify indemnify, defend and defend each of hold harmless Seller and its Affiliates affiliates and their respective Representatives (collectivelyofficers, the “Seller Indemnitees”) againstdirectors, partners, employees, agents and shall hold each of them harmless representatives from and against, and shall pay and reimburse each of them for, against any and all Losses asserted against, resulting to, imposed upon or incurred by Seller or sustained byits affiliates or any such other Person, directly or imposed uponindirectly, the Seller Indemnitees based upon, arising out of, with respect to or by reason ofof or resulting from any of the following:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives Sellers (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Analysis Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 1 contract
Samples: Asset Purchase Agreement (Sintx Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates the Sellers, their respective Affiliates, and their respective Representatives agents, representatives, successors and assigns (each, a “Seller Indemnified Party” and collectively, the “Seller IndemniteesIndemnified Parties”) against, and shall hold each of them the Seller Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees Indemnified Parties based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Equity Purchase Agreement (Digerati Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify indemnify, defend, save and defend hold harmless each of Seller the Sellers and its the Principals and their Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller the Sellers and its their Affiliates and their respective Representatives and successor and assignees (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred incurred, accrued, paid or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates his affiliates and their respective Representatives shareholders, members, partners, directors, managers, officers, employees, representatives, and agents (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Option Agreement
Indemnification by Buyer. (a) Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and Seller, its Affiliates and their respective its Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify indemnify, hold harmless, and defend each of Seller and its Affiliates and their respective Representatives representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees in any way based upon, upon or arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Digirad Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIArticle VII, Buyer shall indemnify and defend each of Seller Selling Party and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:of (each, a “Buyer Indemnifiable Matter”):
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates Seller, Owner and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall will indemnify and defend each of Seller and Seller, its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall successors and assigns against and hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the by Seller Indemnitees based upon, arising out of, with respect to of or by reason ofrelated to:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and Affinity, its Affiliates and their respective its Representatives (collectively, the “Seller Affinity Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Affinity Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Parent and Seller and its their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions ------------------------ provisions of this Article VIIIXIII, Buyer shall indemnify indemnify, defend and defend hold harmless each of Seller Seller, its Subsidiaries and Affiliates and its Affiliates employees, directors, officers, stockholders, representatives and their respective Representatives agents (collectively, the “"Seller Indemnitees”Group") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them or reimburse, as the case may be, the Seller Group for, any and all Losses incurred Damages, as incurred, suffered by Seller or sustained by, or imposed upon, any other member of the Seller Indemnitees Group based upon, arising out of, with respect of or otherwise in any way relating to or by reason in respect of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Tci Satellite Entertainment Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its each Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify defend, indemnify, and defend each of Seller and hold harmless the Seller, its Affiliates Affiliates, and their respective Representatives (collectivelyshareholders, the “Seller Indemnitees”) againstmembers, partners, directors, managers, officers, and shall hold each of them harmless employees from and against, and shall pay and reimburse each of them for, any and against all Losses incurred arising from or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason ofrelating to:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (MacKenzie Realty Capital, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer Xxxxx shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their his respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses including reasonable professional and attorney’s fees, incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:of (but without duplication):
Appears in 1 contract
Samples: Asset Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (MWI Veterinary Supply, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions ------------------------ provisions of this Article VIIIXIII, Buyer shall indemnify indemnify, defend and defend each of hold harmless Seller and its Subsidiaries and Affiliates and their respective Representatives employees, directors, officers, stockholders, representatives and agents (collectively, the “"Seller Indemnitees”Group") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them or reimburse, as the case may be, the Seller Group for, any and all Losses incurred Damages, as incurred, suffered by Seller or sustained by, or imposed upon, any other member of the Seller Indemnitees Group based upon, arising out of, with respect of or otherwise in any way relating to or by reason in respect of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Tci Satellite Entertainment Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIV, from and after the Transfer of Possession, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Electric Last Mile Solutions, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller the Selling Shareholders and its their respective Affiliates and their respective Representatives (collectively, the “Seller Selling Shareholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Selling Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, from and after the Closing Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase and Reorganization Agreement (Guardion Health Sciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and the Company its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of the Seller Parties and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer shall indemnify and defend each of Seller Seller, Shareholders and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE X, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Gse Systems Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates the Seller, the Stockholders and their respective Representatives Affiliates (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend Seller and Owners and each of Seller and its their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Continental Materials Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall jointly and severally indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Securities Purchase Agreement (Accel Entertainment, Inc.)
