Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Amrep Corp.), Asset Purchase Agreement (Widepoint Corp), Asset Purchase Agreement (Supreme Industries Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Fortium Holdings Corp.), Asset Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Indemnification by Buyer. Subject to the other terms and conditions of limitations set forth in this Article VIIX, Buyer shall agrees to indemnify Seller against, and shall agrees to defend and hold Seller harmless from and againstfrom, any and all Losses incurred or sustained by, suffered by Seller relating to or imposed upon, Seller based upon, arising out of, of or in connection with respect to or by reason ofany of the following:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Health Power Inc /De/), Stock Purchase Agreement (Health Power Inc /De/)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VI, Buyer shall indemnify and defend Seller (the “Seller Indemnitees”) against, and shall hold Seller harmless from and against, and shall pay and reimburse Seller 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, Asset Purchase Agreement (Rubicon Technology, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify the Seller Parties against, and shall hold the Seller Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Parties based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Securities Exchange Agreement (Ecoark Holdings, Inc.), Securities Exchange Agreement (Humbl, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions provisions of this Article VII, Buyer shall agrees to indemnify and save harmless Seller against, and shall hold Seller harmless from and against, any and against all Losses suffered or incurred by Seller as a result of or sustained by, arising directly or imposed upon, Seller based upon, arising indirectly out of, with respect to of or by reason ofin connection with:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Potlatch Corp), Asset Purchase Agreement (Ainsworth Lumber Co LTD)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VI, Buyer shall indemnify and defend Seller against, and shall hold Seller harmless from and against, against any and all Losses incurred or sustained by, or imposed upon, the Seller based upon, arising out of, or with respect to or by reason ofto:
Appears in 2 contracts
Samples: Asset Purchase Agreement (OVERSTOCK.COM, Inc), Asset Purchase Agreement (OVERSTOCK.COM, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to stemming from third party claims arising from any breach of this Agreement by Buyer or by reason of:from the negligence or willful misconduct of Buyer; except to the extent any such losses are the result of Seller’s negligence or willful misconduct.
Appears in 1 contract
Samples: Asset Purchase Agreement (Insys Therapeutics, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, from and after the Closing, Buyer shall indemnify each Seller againstin respect of, and shall hold each Seller harmless from and against, any and all Losses Damages incurred or sustained by, suffered by any Seller or imposed upon, Seller based upon, any Affiliate thereof to the extent resulting from or arising out of, with respect to of or by reason ofin connection with:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify Seller Sellers against, and shall hold Seller Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Sellers based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Esports Entertainment Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify Seller and its Owner against, and shall hold Seller and its Owner harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller and its Owner 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 VII, Buyer shall indemnify Seller against, and shall hold holder Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NewAge, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of limitations set forth in this Article VIIARTICLE IX, Buyer shall indemnify and hold harmless Seller against, against and shall hold Seller harmless from and against, in respect of any and all Losses incurred directly or sustained by, or imposed upon, Seller based uponindirectly in connection with, arising out of, with respect to from or by reason as a result of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify Seller and the Trust against, and shall hold Seller and the Trust harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller and/or the Trust based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Boxlight Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII8 and Section 6.7(d), Buyer shall will indemnify Seller against, and shall hold Seller harmless from and against, any and against all Losses incurred or sustained byof Seller and each of Seller’s Other Indemnified Persons, or imposed upon, Seller based upon, to the extent arising out of, with respect of or related to or by reason ofany:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer Xxxxx shall indemnify Seller Sellers against, and shall hold Seller Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Sellers based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cannapharmarx, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, following the Closing, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (Hudson Technologies Inc /Ny)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer Xxxxx shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VII, Buyer shall indemnify Seller Sellers and Xxxxxxxxxx against, and shall hold Seller Sellers and Xxxxxxxxxx harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Sellers or Xxxxxxxxxx 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 VII, from and after Closing, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VII, Buyer Xxxxx shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase and Servicing Rights Agreement (Eagle Financial Services Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify Seller, its Affiliates and its and their respective Representatives (the “Seller againstIndemnitees”), and shall hold Seller each of them harmless from and against, any and all Losses incurred or suffered, incurred, paid, sustained by, or imposed upon, any Seller Indemnitee based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, from and after the Closing, Buyer and Parent shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller (or any of its Affiliates) 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 VII, Buyer shall defend, indemnify Seller againstand hold harmless Sellers and their respective stockholders, directors, members, managers, officers and shall hold Seller harmless employees from and against, any and against all Losses incurred arising from or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason ofrelating to:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Creatd, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify Seller and its Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold the Seller Indemnitees harmless from and against, 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 (without duplication):
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify Seller againstdefend, indemnify, and shall hold Seller harmless Sellers from and against, any and against all Losses incurred arising from or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason ofrelating to:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Akers Biosciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVI, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, of or with respect to or by reason ofto:
Appears in 1 contract
Samples: Asset Purchase Agreement (Agro Capital Management Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify Seller Sellers against, and shall hold Seller Sellers harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed uponon, any Seller based upon, directly upon or arising out of, with respect to or by reason ofdirectly from:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify Seller Sellers and the Company against, and shall hold Seller Sellers and the Company harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Sellers or the Company 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 VIIARTICLE VIII, Buyer shall will indemnify Seller against, and shall will hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VII7, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VII, Buyer Xxxxx shall indemnify Seller Sellers against, and shall hold Seller Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Sellers 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 VII, Buyer shall indemnify Seller the Sellers against, and shall hold Seller the Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, any Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify the Seller Indemnified Persons against, and shall hold the Seller Indemnified Persons harmless from and againstfrom, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnified Persons 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 VIIARTICLE VIII, Buyer shall indemnify Seller against, and shall hold 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, Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Comstock Holding Companies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VI, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VIIVI, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VIIARTICLE VI, Buyer shall indemnify Seller against, and shall hold Seller harmless Seller, its directors and officers from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Splash Beverage Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify the Seller against, and shall hold the Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall defend, indemnify Seller againstand hold harmless Seller, its affiliates and shall hold Seller harmless their respective stockholders, directors, officers and employees from and against, any and against all Losses incurred arising from or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason ofrelating to:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE V, Buyer shall indemnify Seller againstdefend, indemnify, and shall hold harmless Seller harmless from and against, any and against all Losses incurred arising from or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason ofrelating to:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (ZA Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:52
Appears in 1 contract
Samples: Stock Purchase Agreement (Gatx Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VI, from and after the Closing, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, of or with respect to or by reason ofto:
Appears in 1 contract
Samples: Stock Purchase Agreement (China Green Agriculture, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX and Section 10.03(d), Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Leucadia National Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, from and after Closing, Buyer shall indemnify Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VIIVIII, Buyer shall indemnify Seller and each Shareholder against, and shall hold Seller and each Shareholder harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller or such Shareholder 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 VII, from and after the Closing, Buyer shall indemnify Seller againstin respect of, and shall hold Seller harmless from and against, any and all Losses Damages incurred or sustained by, suffered by Seller or imposed upon, Seller based upon, arising out of, with respect any affiliate thereof to or by reason ofthe extent resulting from:
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Microstrategy Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify Seller Sellers against, and shall hold Seller Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller Sellers based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Equity Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller on or after the Closing Date 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 VII, Buyer shall indemnify and defend Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 VII, from and after the Closing, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, of or with respect to or by reason ofto:
Appears in 1 contract
