Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective officers, directors and employees (the “Seller Indemnified Parties”) against, and agrees to hold them harmless from, any Loss to the extent such Loss arises from or in connection with the following:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Evoke Pharma Inc), Asset Purchase Agreement (Evoke Pharma Inc), Asset Purchase Agreement (Evoke Pharma Inc)

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Indemnification by Purchaser. Purchaser hereby agrees to indemnify indemnify, defend and save harmless Seller and its Affiliates and their respective directors, officers, directors employees, affiliates, agents, advisors, representatives, stockholders and employees assigns (collectively, the “Seller Indemnified Parties”) against, and agrees to hold them harmless from, against and in respect of any Loss to and all Losses incurred or suffered by any Seller Indemnified Party arising out of, or related to, the extent such Loss arises from or in connection with the following:following (each, a “Seller Claim”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Osiris Therapeutics, Inc.), Asset Purchase Agreement (Nuvasive Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective officers, directors and employees (the Seller Indemnified Parties”) Parties against, and agrees to hold each of them harmless from, any Loss and all Losses incurred or suffered by them relating to the extent such Loss arises from or arising out of or in connection with any of the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Poindexter J B & Co Inc), Asset Purchase Agreement (Rankin Automotive Group Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify indemnify, defend and hold harmless Parent and Seller and its Affiliates and each of their respective officers, directors and employees (the “Seller Indemnified Parties”) against, and agrees Affiliates against any Losses relating to hold them harmless from, any Loss to the extent such Loss arises from or in connection with the followingarising out of:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Meridian Sports Inc), Asset Purchase Agreement (Meridian Sports Inc)

Indemnification by Purchaser. (a) Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective officers, directors general partners, limited partners, directors, officers and employees (the "Seller Indemnified Parties") against, and agrees to hold them harmless from, any Loss to the extent such Loss arises from or in connection with the followingwith:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Capital Senior Living Corp), Asset Purchase Agreement (NHP Retirement Housing Partners I LTD Partnership)

Indemnification by Purchaser. Purchaser hereby agrees to shall indemnify Seller and its Affiliates and hold harmless Sellers, their respective directors, officers, directors shareholders, and employees (the “Seller Indemnified Parties”) against, and agrees to hold them harmless fromwill reimburse Seller Indemnified Parties for, any Loss to the extent such Loss arises Losses arising or resulting from or in connection with any of the following:

Appears in 2 contracts

Samples: Share Purchase Agreement (Innerworkings Inc), Share Purchase Agreement (Innerworkings Inc)

Indemnification by Purchaser. (a) Purchaser hereby agrees agrees, subject to the other terms and conditions of this Agreement, to indemnify Seller and its Affiliates and their respective Affiliates, officers, directors directors, employees, agents and employees representatives (the each a “Seller Indemnified PartiesParty”) against, against and agrees to hold them harmless from all Losses resulting from, any Loss to the extent such Loss arises from or in connection with the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (SunOpta Inc.)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify indemnify, defend and hold harmless the Seller and its Affiliates Parties and their respective officers, directors directors, employees, agents, representatives, successors and employees (the “Seller Indemnified Parties”) assigns of, from, against, and agrees in respect of or relating (directly or indirectly) to hold them harmless any and all Losses resulting (directly or indirectly) from, any Loss relating to the extent such Loss arises from or in connection with the followingincident to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Emerging Vision Inc)

Indemnification by Purchaser. Purchaser hereby agrees to shall indemnify and hold harmless Seller and its the Stockholder and their successors, shareholders, employees, representatives, Affiliates and their respective officers, directors agents from and employees (the “Seller Indemnified Parties”) against, against any and agrees to hold them harmless from, any Loss to the extent such Loss arises all Indemnity Losses arising from or in connection with the followingrelating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Mdu Communications International Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller indemnify, defend ---------------------------- and hold harmless Seller, its Affiliates and their respective officers, directors directors, Affiliates, successors and employees assigns (the "Seller Indemnified Parties") against, against any and agrees to hold them harmless from, all Losses suffered by any Loss to the extent such Loss arises from or in connection with the followingSeller Indemnified Party and which:

Appears in 1 contract

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

Indemnification by Purchaser. From and after the Closing, Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective officers(each, directors and employees (the a “Seller Indemnified PartiesParty”) against, and agrees to hold them Seller and its Affiliates harmless from, any Loss and all Losses incurred or suffered by Seller or its Affiliates to the extent such Loss arises from or in connection with arising out of any of the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Telkonet Inc)

Indemnification by Purchaser. (a) The Purchaser hereby agrees to indemnify indemnify, defend and hold the Seller and its Affiliates present and their respective former directors, officers, directors employees and employees (the “Seller Indemnified Parties”) against, agents harmless from any and agrees to hold them harmless from, any Loss to the extent all Losses that such Loss arises from or in connection with the followingparties may sustain related to:

Appears in 1 contract

Samples: Servicing Rights Purchase (R&g Financial Corp)

Indemnification by Purchaser. (a) The Purchaser hereby agrees to indemnify Seller indemnify, defend and hold harmless the Seller, its Affiliates and their respective officers, directors directors, agents and employees Affiliates (other than the Company) (each, a "Seller Indemnified Parties”Party") against, from and agrees to hold them harmless from, against any Loss to the extent Losses incurred by such Loss arises from Seller Indemnified Party directly or in connection with the followingindirectly as a result of:

Appears in 1 contract

Samples: Purchase Agreement (Cogentrix Energy Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective Affiliates, Representatives, officers, directors directors, employees, successors and employees assigns (the each, a “Seller Indemnified PartiesParty”) againstshall be indemnified and held harmless by Purchaser for and against any and all Losses, and agrees to hold them harmless from, any Loss to the extent such Loss arises arising directly from or in connection with the followingwith:

Appears in 1 contract

Samples: Asset Purchase Agreement (INSURE.COM, Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective officers, directors and employees (the “Seller Indemnified Parties”) against, and agrees to hold them Seller and its Affiliates harmless from, any Loss to the extent such Loss arises from and all Losses incurred or in connection with suffered by Seller and its Affiliates arising out of any of the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Hardie James Industries Nv)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify in full Seller and its Affiliates and their respective officers, directors directors, employees, agents, shareholders and employees partners (collectively, the "Seller Indemnified Parties") against, and agrees to hold them harmless fromagainst any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), which the Seller Indemnified Parties may suffer, sustain or become subject to as a result of (a) any Loss to the extent such Loss arises from or misrepresentation in connection with the following:any of the

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Clark/Bardes Holdings Inc)

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Indemnification by Purchaser. The Purchaser hereby agrees to shall indemnify and hold harmless Seller and its Affiliates affiliates from and their respective officersagainst any and all "Losses" (as defined below) incurred by, directors and employees (the “Seller Indemnified Parties”) againstimposed on, and agrees to hold them harmless borne by or asserted against any of such indemnified parties in any way relating to, arising out of or resulting from, any Loss to the extent such Loss arises from or in connection with the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameriquest Technologies Inc)

Indemnification by Purchaser. Purchaser hereby agrees to shall indemnify Seller and its Affiliates hold harmless the Sellers and their respective officerssuccessors, directors representatives, Affiliates and employees agents (collectively, the “Seller Indemnified Parties”) against, from and agrees to hold them harmless from, against any Loss to the extent such Loss arises and all Indemnity Losses arising from or in connection with the followingrelating to:

Appears in 1 contract

Samples: Unit Purchase Agreement (ExactTarget, Inc.)

Indemnification by Purchaser. a. Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective officers, directors general partners, limited partners, directors, officers and employees (the "Seller Indemnified Parties") against, and agrees to hold them harmless from, any Loss to the extent such Loss arises from or in connection with the followingwith:

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Senior Living Corp)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller and its Affiliates and their respective Affiliates, Representatives, officers, directors directors, employees, successors and employees assigns (the each, a “Seller Indemnified PartiesParty”) againstshall be indemnified and held harmless by Purchaser for and against any and all Losses, and agrees to hold them harmless from, any Loss to the extent such Loss arises arising from or in connection with the followingwith:

Appears in 1 contract

Samples: Asset Purchase Agreement (Webmedia Brands Inc.)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller against and hold Seller and its Affiliates and their respective Affiliates, officers, directors directors, employees, agents, successors and employees assigns (the “each a "Seller Indemnified Parties”Party") harmless from and against, in the manner and agrees subject to hold them harmless fromthe limitations and qualifications set forth in this Article VIII, any Loss to the extent such Loss arises from and all Losses, arising out of or in connection with the followingresulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Protein Polymer Technologies Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller and hold harmless XXXX and its Affiliates affiliates, successors and their respective officers, directors assigns from and employees (the “Seller Indemnified Parties”) against, against any and agrees to hold all Loss and Expense incurred by them harmless from, any Loss to the extent such Loss arises from or in connection with the followingor arising from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ladd Furniture Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller and its hold harmless the Sellers from and against any Losses of the Sellers, their respective Affiliates and their respective shareholders, directors, officers, directors employees, agents, successors in interest, assigns and employees representatives (collectively, the “Seller "Sellers Indemnified Parties") againstwhich may be incurred, and agrees to hold them harmless directly or indirectly, by any such party as a result of, or based upon or arising from, any Loss to the extent such Loss arises from or in connection with the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Flight International Group Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify Seller indemnify, defend and hold harmless Seller, its Affiliates and their respective officers, directors directors, Affiliates, successors and employees assigns (the "SELLER INDEMNIFIED PARTIES") against any and all Losses suffered by any Seller Indemnified Parties”) against, Party and agrees to hold them harmless from, any Loss to the extent such Loss arises from or in connection with the followingwhich:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wheelabrator Technologies Inc /De/)

Indemnification by Purchaser. Purchaser hereby agrees to shall indemnify Seller and its Affiliates and their respective officers, directors and employees (the “Seller Indemnified Parties”) Representatives against, and agrees to hold them harmless from, any Loss Losses, to the extent such Loss arises from or in connection with the followingarising from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dusa Pharmaceuticals Inc)

Indemnification by Purchaser. Purchaser hereby agrees to indemnify indemnify, defend ---------------------------- and hold harmless Seller and its directors, officers, employees, Affiliates and their respective officersassigns (collectively, directors and employees (the "Seller Indemnified Parties") from and against all direct Losses asserted against, and agrees to hold them harmless imposed upon or incurred by any of the foregoing by reason of, resulting from, any Loss to the extent such Loss arises from arising out of, based upon or otherwise in connection with respect of the following:

Appears in 1 contract

Samples: Asset Sale Agreement (Ptek Holdings Inc)

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