Common use of Indemnity by Buyer Clause in Contracts

Indemnity by Buyer. Buyer shall indemnify and defend each Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to:

Appears in 1 contract

Samples: Asset Purchase Agreement (FlexShopper, Inc.)

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Indemnity by Buyer. Buyer shall indemnify will indemnify, reimburse, defend, and defend each hold harmless Seller and its Affiliates respective subsidiaries, members, officers and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless directors from and against and with respect to any and all Losses suffered, incurred or sustained byby any of them or to which any of them becomes subject, or imposed upon, the Seller Indemnitees based uponresulting from, arising out ofof or relating to any breach of any representation, warranty, covenant, or with respect to:agreement of Buyer contained in this Agreement or any agreement, certificate, instrument, or document executed and delivered by Buyer pursuant hereto.

Appears in 1 contract

Samples: Unit Purchase Agreement (Muscle Maker, Inc.)

Indemnity by Buyer. Buyer shall indemnify indemnify, defend and defend each hold harmless Seller and its Affiliates (*NAME CONFIDENTIAL*) against and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each in respect of them harmless from and against any and all Losses incurred Liabilities, including interest, penalties and reasonable attorneys’ fees, that Seller and (*NAME CONFIDENTIAL*) shall incur or sustained bysuffer, which arise or result from, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect relate to:

Appears in 1 contract

Samples: Treatment (VCG Holding Corp)

Indemnity by Buyer. Buyer shall indemnify indemnify, defend and defend each Seller hold Sellers, their officers, directors, employees, affiliates, shareholders, members, successors and its Affiliates and their respective Representatives (collectivelyassigns, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based uponLosses, arising out of, based upon, or with respect to:relating to any untruth, inaccuracy, misrepresentation, breach or non-fulfillment of any representation, warranty, covenant, agreement of undertaking made by Buyer in this Agreement or any schedule, instrument, document, agreement or certificate delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Banyan Rail Services Inc.)

Indemnity by Buyer. The Buyer shall indemnify indemnifies, defends, and defend each Seller holds harmless the Seller, its agents, directors, employees, members, and its Affiliates and their respective Representatives officers (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against any Losses as and all Losses when incurred arising out of or sustained bybased upon any misrepresentation or breach of any agreement, covenant, representation, or imposed upon, warranty of the Seller Indemnitees based upon, arising out of, contained in this Agreement or any agreement executed and delivered in connection with respect to:the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Host America Corp)

Indemnity by Buyer. Subject to the provisions of Section 6.1 , Buyer shall indemnify indemnify, save and defend each hold harmless Seller and its Affiliates the Members and their respective Representatives shareholders, officers, directors, employees, agents, advisors, consultants, heirs, legal representatives, successors and assigns (collectively, collectively the "Seller Indemnitees”Indemnified Parties") against, and shall hold each of them harmless from and against any and all Losses incurred arising from, out of or sustained by, in any manner connected with or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect toon:

Appears in 1 contract

Samples: Asset Purchase Agreement (Brightstar Information Technology Group Inc)

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Indemnity by Buyer. To the fullest extent permitted by law, Buyer shall indemnify indemnify, defend, and defend each hold harmless Seller and its Affiliates trustees, members, officers, employees, agents, and their respective Representatives subsidiaries and affiliates (collectively, the collectively “Seller IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against any all claims, demands, damages, losses, fees, fines, penalties, judgments, suits and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based uponexpenses, arising out ofof or in connection with the Transaction, relating to or with respect toresulting from:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Indemnity by Buyer. Buyer shall indemnify (herein "Buyer Indemnitor") indemnifies and agrees to defend each against, hold harmless Seller, its officers, directors, stockholders, agents, successors, and assigns (herein collectively "Seller Indemnitees") from, and its Affiliates and their respective Representatives to reimburse such Seller Indemnitees for, any damage, loss, fees, liability, cost or expense (collectivelyincluding, without limitation, the “Seller Indemnitees”reasonable fees and expenses of counsel and others) against, and shall hold each of them harmless from and against any and all Losses incurred resulting or sustained byarising from, or imposed upon, the Seller Indemnitees incurred in connection with or based upon, arising out of, or with respect to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Wall Street Deli Inc)

Indemnity by Buyer. Buyer shall indemnify Buyers shall, to the fullest extent permitted by law, defend and defend each hold harmless Seller and its Affiliates Affiliates, including the current and their respective Representatives (collectivelyformer directors, the “Seller Indemnitees”) againstofficers, employees, agents and shall hold representatives of each of them harmless (each of whom may be an Indemnitee pursuant to this Section 11.03), from and against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect tofollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Power & Equipment Corp)

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