Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each Seller and their respective Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against all Losses, arising out of or relating to:

Appears in 4 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Home Inns & Hotels Management Inc.), Share Purchase Agreement (Jinglong Group Co., Ltd.)

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Indemnification by Purchaser. (a) From and after the Closingdate of this Agreement, the Purchaser shall indemnify each of the Seller and their respective its Affiliates and their respective officers, directors, managers, employees, agentsagents and representatives (each, successors and permitted assigns (collectively, the a “Seller IndemniteesIndemnitee) ), against and hold it harmless from and against all Losses, any Loss suffered or incurred by such Seller Indemnitee to the extent arising out of or relating tofrom:

Appears in 3 contracts

Samples: Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.)

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Seller and their respective its Affiliates (excluding, for the avoidance of doubt, the Company) and each of their respective officers, directors, employees, agentsmembers, managers, general or limited partners, successors and permitted assigns of Seller and its Affiliates, agents and other Representatives (collectively, the “Seller Indemnitees”) from against, and against all Lossespay and hold them harmless from, any Loss suffered or incurred by any such Seller Indemnitee, directly or indirectly, as a result of, related to arising out of or relating tofrom:

Appears in 2 contracts

Samples: Unit Purchase Agreement (Yelp Inc), Unit Purchase Agreement (GrubHub Inc.)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each and hold harmless Seller and their respective Affiliates its affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the Seller IndemniteesSeller’s Indemnified Persons”) from and against against, and shall reimburse Seller for, any and all Losses, Losses directly arising out of or relating tobased upon:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Alabama Gas Corp), Stock Purchase Agreement (Teco Energy Inc)

Indemnification by Purchaser. From Subject to the limitations set forth in Section 9.05, from and after the Initial Closing, Purchaser shall indemnify each Seller Sellers and their respective Affiliates affiliates and each of their respective officers, directors, employees, stockholders, agents, representatives, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses, to the extent arising out or resulting from any of or relating tothe following:

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (LivaNova PLC), Stock and Asset Purchase Agreement (LivaNova PLC)

Indemnification by Purchaser. (g) From and after the Initial Closing, Purchaser shall be liable for, and shall indemnify each Seller and their respective Affiliates and their respective each of its officers, directors, employees, agentsmembers, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) from against and against all Losseshold each of them harmless from, any Loss, suffered or incurred by such Seller Indemnitee to the extent arising out of from, relating to or relating tootherwise in respect of:

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (New Source Energy Partners L.P.)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each indemnify, defend and hold harmless Seller and their respective Affiliates its affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) from and against any and all Losses, to the extent arising out or resulting from any of or relating tothe following:

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Potlatchdeltic Corp), Asset Purchase Agreement (KMG Chemicals Inc)

Indemnification by Purchaser. From Subject to this Article VII, from and after the Closing, Purchaser shall indemnify each Seller and their respective Affiliates its affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) from and against any and all Losses, to the extent arising out or resulting from any of or relating tothe following:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Athenex, Inc.)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each shall, severally and jointly, indemnify, defend and hold harmless the Seller and their respective its Affiliates and their respective officers, directors, employees, stockholders, agents, attorneys, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against all Losses, Losses actually suffered or incurred by the Seller Indemnitees arising out of or relating toof:

Appears in 2 contracts

Samples: Share Purchase Agreement (NetEase, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)

Indemnification by Purchaser. From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify the Seller, its respective Affiliates, and each Seller and their respective Affiliates and of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) against and hold them harmless from and against all Lossesany Loss suffered or incurred by any Seller Indemnitee directly arising from, arising out of relating to or relating tootherwise in respect of, without duplication:

Appears in 1 contract

Samples: Purchase Agreement (Globix Corp)

Indemnification by Purchaser. From and after (a) After the Closing, Purchaser shall hereby agrees to indemnify each and hold Seller and their respective Affiliates and their respective officers, directors, employees, agents, its successors and permitted assigns (collectively, the “Seller Indemnitees”) from harmless against and against with respect to, and shall pay to the Seller Indemnitees the amount of any and all Losses, Losses of any Seller Indemnitee arising out of of, relating to or relating tobased on:

Appears in 1 contract

Samples: Purchase Agreement (Nexstar Broadcasting Group Inc)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify and hold Seller, its Affiliates and each Seller and of their respective Affiliates and their respective directors, officers, directors, employees, agents, successors, assigns and representatives (each such Person, including respective successors and permitted assigns (collectivelyassigns, the a “Seller IndemniteesIndemnified Party”) harmless from and against any and all Losses, Losses based upon or arising out of or relating tofrom:

Appears in 1 contract

Samples: Stock Purchase Agreement

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each indemnify, defend and hold harmless Seller and their respective Affiliates and their respective its officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against all Lossesagainst, and pay or reimburse each of them for and with respect to any Indemnification Loss relating to, arising out of or relating toresulting from any indemnification of the following:

Appears in 1 contract

Samples: Agreement of Sale (Sentio Healthcare Properties Inc)

Indemnification by Purchaser. (a) From and after the ClosingClosing (in the case of clauses (1), (2) and (3) below) and from and after the applicable Purchase Agreement Closing (in the case of clause (4) below), Purchaser shall indemnify each indemnify, defend and hold harmless Seller from, against and in respect of any Losses imposed on, sustained, incurred or suffered by Seller or any of its Affiliates, or its or their respective Affiliates and their respective directors, officers, directors, employees, agentsand their heirs, successors and permitted assigns (collectivelyassigns, the “Seller Indemnitees”) from and against all Losses, arising out of or relating toeach in their capacity as such in respect of:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ofg Bancorp)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each indemnify, defend and hold harmless Seller and their respective Affiliates each of its affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the "Seller Indemnitees") from and against any and all Losses, to the extent arising out or resulting from any of or relating tothe following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/)

Indemnification by Purchaser. From Subject to the other provisions of this Section 6.1, from and after the ClosingClosing Date, Purchaser shall indemnify Seller, each Seller and their respective Affiliates Subsidiary and their respective officers, directors, employees, agents, successors agents and permitted assigns representatives (each a “Seller Indemnified Person” and collectively, the “Seller IndemniteesIndemnified Persons”) from and against and in respect of any and all LossesLosses incurred by Seller that may be imposed on, sustained, incurred or suffered by or assessed against Seller, directly or indirectly, to the extent relating to or arising out of or relating toof:

Appears in 1 contract

Samples: Asset Purchase Agreement (Interlink Electronics Inc)

Indemnification by Purchaser. From and after the Closing, Purchaser shall be liable for, and shall indemnify each Seller and their respective the Seller, the Seller’s Affiliates and each of their respective officers, directors, employees, stockholders, members, agents, successors and permitted assigns Representatives (collectively, the “Seller Indemnitees”) from against, and against hold them harmless from, any and all Losses, arising out Damages suffered or incurred by such Seller Indemnitees (without duplication for any indemnification that may be sought under more than one (1) clause of or relating tothis Section 10.2) resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (AVROBIO, Inc.)

Indemnification by Purchaser. From and after the Closing, subject to and in accordance with the other provisions of this Article IX, Purchaser shall agrees to indemnify each Seller and their respective Affiliates and their respective its officers, directors, employees, representatives, Affiliates, agents, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against against, and agrees to hold Seller Indemnitees harmless from and defend, any and all Losses, Losses incurred or suffered by Seller Indemnitees relating to or arising out of or relating toany of the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Validus Holdings LTD)

Indemnification by Purchaser. From On and after the Closing, the Purchaser shall defend, indemnify each Seller and hold harmless Sellers and their respective Affiliates and their respective directors, officers, directors, employees, agents, successors employees and permitted assigns (collectively, the “Seller Indemnitees”) Affiliates from and against and in respect of any and all Losses, arising out Losses which any of them may incur which are the direct and proximate result of any one or relating tomore of the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ultrak Inc)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each indemnify, defend, and hold harmless Parent and Seller and their respective Affiliates and their respective officerssubsidiaries, successors, permitted assigns, directors, employeesofficers, agents, successors employees and permitted assigns agents (collectively, the “Seller Indemnitees”"SELLER GROUP") at, and at any time after, the Closing, from and against any and all LossesLosses asserted against, resulting to, imposed upon, or incurred by the Seller Group, to the extent arising out from any of or relating tothe following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Netzee Inc)

Indemnification by Purchaser. (a) From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify each Seller and its affiliates and each of their respective Affiliates and their respective former, current, or future officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) against and hold them harmless from and against all Lossesany Loss suffered or incurred by such Seller Indemnitee to the extent arising from, arising out of relating to or relating tootherwise in respect of:

Appears in 1 contract

Samples: Stock Purchase Agreement (White Mountains Insurance Group LTD)

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Seller the Company and their respective its Affiliates and each of their respective officers, directors, managers, employees, agents, successors agents and permitted assigns representatives (collectively, the “Seller Company Indemnitees”) from against, and against all Losseshold them harmless from, any Loss suffered or incurred by any such Company Indemnitee to the extent arising out of or relating tofrom:

Appears in 1 contract

Samples: Asset Purchase Agreement (Albany Molecular Research Inc)

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Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Seller and the Sellers, their respective Affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) from against, and against all Lossesagrees to hold them harmless from, any Loss, as incurred (payable promptly upon written request), to the extent arising out of or relating tofrom:

Appears in 1 contract

Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/)

Indemnification by Purchaser. From and after the Closing, Purchaser shall will defend,indemnify each Seller and their respective hold harmless Seller, Seller's Affiliates and their respective officers, directors, employees, agents, successors representatives and permitted assigns agents (collectively, the "Seller Indemnitees") from in respect of any and against all Losses, Claims and/or Liabilities (including reasonable legal fees and expenses) that any of the Seller Indemnitees may face or incur arising out of or relating related to:

Appears in 1 contract

Samples: Asset Purchase Agreement (E-Debit Global Corp.)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each Seller indemnify, defend and their respective Affiliates and their respective officershold harmless the Company, directors, employees, agents, its successors and permitted assigns (collectively, the “Seller IndemniteesCompany Indemnified Persons”) from and against any and all Losses, direct Losses arising out of or relating toresulting from any of the following:

Appears in 1 contract

Samples: Adjustment Escrow Agreement (Partner Communications Co LTD)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each and Parent shall, jointly and severally, indemnify, defend and hold harmless Seller and their respective Affiliates each of its affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) from and against any and all Losses, to the extent arising out or resulting from any of or relating tothe following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Clarient, Inc)

Indemnification by Purchaser. From and after the Closing, each of Purchaser shall and the Company agrees to indemnify each Seller Seller, its Affiliates, their successors and assigns and any of their respective Affiliates and their respective officers, directorsagents, employees, agentsrepresentatives, successors officers, managers, members and permitted assigns directors (collectively, the “Seller IndemniteesIndemnified Persons”) from against, and against defend and hold the Seller Indemnified Persons harmless from, any and all Losses, Losses suffered by any Seller Indemnified Person to the extent arising out of or relating toany of the following:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Compass Group Diversified Holdings LLC)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each indemnify, defend and hold harmless Seller and their respective its Affiliates and each of their respective officers, directors, managers, employees, agents, successors agents and permitted assigns (collectively, the “Seller Indemnitees”) representatives against and hold them harmless from and against all Losses, arising out of or relating to:any Losses [**].

Appears in 1 contract

Samples: Asset Purchase Agreement (Palatin Technologies Inc)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify the Seller, its respective Affiliates, and each Seller and their respective Affiliates and of their respective officers, directors, employees, agents, successors directors and permitted assigns employees (collectively, the “Seller Indemnitees”) against and hold them harmless from and against all Lossesany Losses suffered or incurred by any Seller Indemnitee directly arising from, arising out of relating to or relating tootherwise in respect of:

Appears in 1 contract

Samples: Purchase Agreement (Globix Corp)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each indemnify, save and hold harmless Seller and their respective its Affiliates and each of the foregoing's respective directors and officers (solely in their respective officers, capacity as officers or directors, employees, agents, successors and permitted assigns ) (collectively, the "Seller Indemnitees”Indemnified Parties") from and against and all Losses, Damages arising out of of, resulting from or relating incident to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Libbey Inc)

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Seller and its affiliates and each of their respective Affiliates Representatives against, and their respective officershold them harmless from, directors, employees, agents, successors and permitted assigns (collectively, any Losses to the “Seller Indemnitees”) from and against all Losses, extent arising out of or relating tofrom:

Appears in 1 contract

Samples: Asset Purchase Agreement (PHC Inc /Ma/)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each Seller and their respective its Affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectivelyeach, the a “Seller IndemniteesIndemnified Party”) from against, and against hold them harmless from, any and all Losses, as incurred (payable promptly upon written request), to the extent arising out of or relating toresulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Synchronoss Technologies Inc)

Indemnification by Purchaser. From and after the Closing, Purchaser shall be liable for, and shall indemnify each Seller Seller, its affiliates and their respective Affiliates and each of their respective officers, directors, employees, agentsstockholders, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) from against and against all Losseshold each of them harmless from, any Losses suffered or incurred by such Seller Indemnitee to the extent arising out of from, relating to or relating tootherwise in respect of:

Appears in 1 contract

Samples: Securities Purchase Agreement (Factset Research Systems Inc)

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Seller and their respective its Affiliates and each of their respective officers, directors, managers, employees, agents, successors agents and permitted assigns representatives (collectively, the “Seller Indemnitees”) from against, and against all Losseshold them harmless from, any Loss suffered or incurred by any such Seller Indemnitee to the extent arising out of or relating tofrom:

Appears in 1 contract

Samples: Purchase Agreement (Albany Molecular Research Inc)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify will indemnify, defend, and hold harmless each Seller and their respective his Representatives and Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller IndemniteesIndemnified Persons”) from, against and in respect of any and all Damages sustained or incurred by any Seller Indemnified Person to the extent relating to, resulting from and against all Losses, or arising out of or relating toof:

Appears in 1 contract

Samples: Stock Purchase Agreement (Comfort Systems Usa Inc)

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify each indemnify, defend, save and hold Seller and their respective Affiliates and their respective officersits Affiliates, directorsequityholders, employees, agentsRepresentatives, successors and permitted assigns (each, a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) harmless from and against any and all Losses, Losses incurred or suffered by the Seller Indemnitees arising out of, based upon or resulting from any of or relating tothe following:

Appears in 1 contract

Samples: Purchase and Sale Agreement (United States Steel Corp)

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