Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold harmless Supplier and its Affiliates (and its and their respective directors, officers, employees, attorneys, agents and assigns) from and against all claims, liabilities, costs, losses, damages and expenses, including reasonable attorneys’ fees, that are incurred by them in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:

Appears in 2 contracts

Samples: Steel Supply and Services Agreement (Worthington Enterprises, Inc.), Steel Supply and Services Agreement (Worthington Steel, Inc.)

AutoNDA by SimpleDocs

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier Seller, its affiliates (including the Companies from and its Affiliates (and its after the Closing Date) and their respective members, directors, officers, employees, attorneys, agents officers and assigns) employees from and against all claims, judgments, damages, liabilities, costssettlements, losses, damages costs and expenses, including reasonable attorneys’ feesfees and disbursements (each a “Loss”), that are incurred by them in connection with a third-party claim or action, in each case, that arises arising from or is attributable to any of the followingrelating to:

Appears in 2 contracts

Samples: Plan of Merger (Ascend Wellness Holdings, LLC), Plan of Merger (Ascend Wellness Holdings, LLC)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier the Seller, its officers, directors, stockholders, agents, servants and its Affiliates (and its employees, and their respective directorsheirs, officerspersonal and legal representatives, employeesguardians, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expensesexpenses (including attorneys' and experts' fees and court costs) of every kind and nature arising out of, including reasonable attorneys’ feesresulting from, that are incurred by them or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the followingwith:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Platina Energy Group Inc.), Asset Purchase Agreement (Platina Energy Group Inc.)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and its Affiliates (and its Seller, the Shareholders and their respective directorsheirs, officerspersonal and legal representatives, employeesguardians, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expenses, expenses (including reasonable attorneys’ fees' and experts' fees and court costs) of every kind and nature arising out of, that are incurred by them resulting from, or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ameriking Inc), Asset Purchase Agreement (Ameriking Inc)

Indemnification by Purchaser. Purchaser shall indemnifyhereby agrees to defend, defend indemnify and hold harmless Supplier Shareholder or his successors and its Affiliates assigns (and its and their respective directorscollectively, officers, employees, attorneys, agents and assigns“Shareholder Indemnitees”) from and against any and all claims, liabilities, costs, losses, damages damages, assessments, judgments, costs and expenses, including reasonable attorneys’ fees, that are incurred by them in connection with a third-party claim or action, in each case, that arises resulting from or is attributable to any of the followingarising out of:

Appears in 2 contracts

Samples: Stock Purchase Agreement (VCG Holding Corp), Stock Purchase Agreement (VCG Holding Corp)

Indemnification by Purchaser. The Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and Vendor, its Affiliates (and its affiliates and their respective shareholders, directors, officers, employees, attorneys, agents officers and assigns) employees from and against all claims, judgments, damages, liabilities, costssettlements, losses, damages costs and expenses, including reasonable attorneys’ legal fees, that are incurred by them in connection with a third-party claim or actiondisbursements and charges, in each case, that arises arising from or is attributable relating to any of the followingany:

Appears in 1 contract

Samples: Share Purchase Agreement (Flora Growth Corp.)

Indemnification by Purchaser. The Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier Seller and its Affiliates (heirs, personal and its and their respective directorslegal representatives, officersguardians, employees, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expenses, expenses (including reasonable attorneys’ feesand experts’ fees and court costs) of every kind and nature arising out of, that are incurred by them resulting from, or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the followingwith:

Appears in 1 contract

Samples: Interest Purchase and Transfer Agreement (Intelligent Systems Corp)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and its Affiliates (and its the Company the Shareholders and their respective directorsheirs, officerspersonal and legal representatives, employeesguardians, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expenses, expenses (including reasonable attorneys’ fees' and experts' fees and court costs) of every kind and nature arising out of, that are incurred by them resulting from, or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameriking Inc)

Indemnification by Purchaser. Purchaser shall indemnifyprotect, defend indemnify ------------------------------ and hold harmless Supplier each Seller, and its Affiliates (and its and their respective directorseach Seller's legal representatives, officersheirs, employeesbeneficiaries, attorneys, agents successors and assigns) , from any and against all demands, claims, actions, causes of actions, lawsuits, proceedings, judgments, losses, damages, injuries, liabilities, costsobligations, lossesexpenses and costs (including costs of litigation and attorneys' fees), damages and expensesarising from any breach of any agreement, including reasonable attorneys’ fees, that are incurred representation or warranty made by them it in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:this Agreement.

Appears in 1 contract

Samples: Stock Sale and Purchase Agreement (AvStar Aviation Group, Inc.)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and its Affiliates (and its Seller, the General Partners and their respective directorsheirs, officerspersonal and legal representatives, employeesguardians, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expenses, expenses (including reasonable attorneys’ fees' and experts' fees and court costs) of every kind and nature arising out of, that are incurred by them resulting from, or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Ameriking Inc)

Indemnification by Purchaser. Purchaser and its affiliates shall indemnifydefend, defend indemnify and hold harmless Supplier Seller, the Equityholders, and its Affiliates (and each of its and their respective affiliates, its successor and assigns and their respective shareholders, directors, officers, employees, attorneys, agents officers and assigns) employees from and against all claims, judgments, damages, liabilities, costssettlements, losses, damages costs and expenses, including reasonable attorneys’ feesfees and disbursements, that are incurred by them in connection with a third-party claim or action, in each case, that arises arising from or is attributable relating to any of the following:

Appears in 1 contract

Samples: Asset Conveyance Agreement (Sidus Space Inc.)

Indemnification by Purchaser. Purchaser shall agrees to indemnify, defend and hold harmless Supplier Seller, its successors and its Affiliates (and its and their respective directorsassigns, members, managers, shareholders, officers, employeesdirectors and/or employees of each of them, attorneysharmless for, agents and assigns) from and against any and all claims, demands, liabilities, costs, lossesexpenses, damages and expenseslosses, including reasonable cause or causes of action and suit or suits of any nature whatsoever, including, without limitation, attorneys’ fees, that are incurred arising from any misrepresentation or breach of any warranty or covenant by them Purchaser in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:this Agreement.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement

Indemnification by Purchaser. Purchaser shall defend, indemnify, defend and hold harmless Supplier Seller and its Affiliates (Seller's agents and its and their respective directors, officers, employees, attorneysrepresentatives, agents successors and assigns) assigns from and against any and all costs, losses, claims, liabilities, costsfines, losses, damages and expenses, penalties, and damages (including reasonable attorneys’ legal fees, that are incurred by them ) in connection with a third-party claim or actionresulting from: A. All debts, in each caseliabilities, that arises from and obligations of Purchaser, whether accrued, absolute, contingent, known, unknown, or is attributable to any of the following:otherwise;

Appears in 1 contract

Samples: Purchase and Sale of Business Assets (Americhip International Inc)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and Vendor, its Affiliates (and its affiliates and their respective shareholders, directors, officers, employees, attorneys, agents officers and assigns) employees from and against all claims, judgments, damages, liabilities, costssettlements, losses, damages costs and expenses, including reasonable attorneys’ legal fees, that are incurred by them in connection with a third-party claim or actiondisbursements and charges, in each case, that arises arising from or is attributable relating to any of the followingany:

Appears in 1 contract

Samples: Agreement

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and Seller, its Affiliates (and its affiliates and their respective stockholders, directors, officers, employees, attorneys, agents officers and assigns) employees from and against all claims, judgments, damages, liabilities, costssettlements, losses, damages costs and expenses, including reasonable attorneys’ feesfees and disbursements, that are incurred by them in connection with a third-party claim or action, in each case, that arises arising from or is attributable to any of the followingrelating to:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Franklin Financial Network Inc.)

Indemnification by Purchaser. Purchaser shall indemnify, defend defend, and hold harmless Supplier Seller and its Affiliates (and its and their respective officers, directors, officersshareholders, employees, attorneysagents, agents successors and assigns) from assigns with respect to any and against all demands, claims, liabilitiesactions, suits, proceedings, assessments, judgments, costs, losses, damages damages, obligations, liabilities, recoveries, deficiencies and expensesexpenses (including interest, including penalties and reasonable attorneys’ attorney’s fees, that are incurred by them in connection with a third-party claim ) of every kind and description (collectively "Claim") relating to or action, in each case, that arises from or is attributable to any of the followingarising out of:

Appears in 1 contract

Samples: Asset Purchase Agreement (Uqm Technologies Inc)

AutoNDA by SimpleDocs

Indemnification by Purchaser. Purchaser shall indemnifyprotect, defend indemnify and hold harmless Supplier each Seller, and its Affiliates (and its and their respective directorseach Seller's legal representatives, officersheirs, employeesbeneficiaries, attorneys, agents successors and assigns) , from any and against all demands, claims, actions, causes of actions, lawsuits, proceedings, judgments, losses, damages, injuries, liabilities, costsobligations, lossesexpenses and costs (including costs of litigation and attorneys' fees), damages and expensesrelating to, including reasonable attorneys’ feesresulting from, that are incurred or arising out of any breach of any agreement, representation or warranty made by them him in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:this Agreement.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Santos Resource Corp.)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and the Sellers, its Affiliates (and its officers, directors, stockholders and their respective directorsheirs, officerspersonal and legal representatives, employeesguardians, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expensesexpenses (including attorneys' and experts' fees and court costs) of every kind and nature arising out of, including reasonable attorneys’ feesresulting from, that are incurred by them or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the followingwith:

Appears in 1 contract

Samples: Stock Purchase Agreement (Futureone Inc /Nv/)

Indemnification by Purchaser. Purchaser shall indemnifyhereby agrees to defend, defend indemnify and hold harmless Supplier Seller and its Affiliates (and its and their respective directors, officers, employees, attorneysagents, agents legal representatives, affiliated entities, successors and assigns) , harmless of, from and against all claimsany loss, liabilitiesclaim, costsdamage, lossesliability, damages and expenses, penalty or other cost or expense (including reasonable attorneys’ fees, that are ' fees and costs) incurred or sustained by them in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the followingthem, at any time, on account of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Base Ten Systems Inc)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnity and hold harmless Supplier the Seller and its Affiliates (and its and their respective directorsassigns, officers, employees, attorneys, agents and assigns) from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expensesexpenses (including attorneys' and experts' fees and court costs) of every kind and nature arising out of, including reasonable attorneys’ feesresulting from, that are incurred by them or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the followingwith:

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Environmental Corp)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier the Seller and its Affiliates (his respective heirs, personal and its and their respective directorslegal representatives, officersguardians, employees, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expenses, expenses (including reasonable attorneys’ feesand experts’ fees and court costs) of every kind and nature arising out of, that are incurred by them resulting from, or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the followingwith:

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunpeaks Ventures, Inc.)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier Seller and its Affiliates (and its and their respective directors, officers, employees, attorneys, employees and agents and assigns) from and against any and all losses, claims, actions, damages, liabilities, costs, losses, damages costs and expenses, expenses (including reasonable attorneys’ fees, that are incurred by them ' fees and court costs) relating to or arising from or in connection with a third-party claim any act or actionomission constituting gross negligence or intentional misconduct by Purchaser or its agents, in each case, that arises from employees or is attributable to any of the following:representatives under this Services Agreement.

Appears in 1 contract

Samples: Transition Services Agreement (Gevity Hr Inc)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier and its Affiliates (and its Seller, the Partners and their respective directorsheirs, officerspersonal and legal representatives, employeesguardians, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expenses, expenses (including reasonable attorneys’ fees' and experts' fees and court costs) of every kind and nature arising out of, that are incurred by them resulting from, or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Ameriking Inc)

Indemnification by Purchaser. Purchaser shall hereby agrees to indemnify, defend and hold harmless Supplier and Seller, its Affiliates (and its and their respective officers, directors, officers, employees, attorneysshareholders, agents and its successors and assigns) from , against any and against all claims, liabilities, costsobligations, losses, damages damages, demands, claims, assessments, actions, tax deficiencies, penalties and expensesinterest, including reasonable accounting and attorneys' fees, that are incurred by them in connection with costs and expenses (individually a third-party claim "Loss" and collectively "Losses"), arising out of, or actionincident to, in each case, that arises from or is attributable to any of the following:

Appears in 1 contract

Samples: Purchase Agreement (Universal Standard Medical Laboratories Inc)

Indemnification by Purchaser. Purchaser shall defend, indemnify, defend and hold harmless Supplier Seller and its Affiliates (Seller's agents and its and their respective directors, officers, employees, attorneysheirs, agents representatives, successors, and assigns) assigns from and against any and all costs, losses. claims, liabilities, costsfines, losses, damages and expenses, penalties, and damages (including reasonable attorneys’ legal fees, that are incurred by them ) in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:resulting from

Appears in 1 contract

Samples: Asset Purchase Agreement (SupportSave Solutions Inc)

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Supplier the Seller, its officers, directors, stockholders, agents, servants and its Affiliates (employees, and its the Stockholders and their respective directorsheirs, officerspersonal and legal representatives, employeesguardians, attorneys, agents successors and assigns) , from and against any and all claims, threats, liabilities, coststaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, damages costs and expensesexpenses (including attorneys' and experts' fees and court costs) of every kind and nature arising out of, including reasonable attorneys’ feesresulting from, that are incurred by them or in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the followingwith:

Appears in 1 contract

Samples: Asset Purchase Agreement (Marketcentral Net Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.