Agreement by Purchaser to Indemnify Sample Clauses

Agreement by Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold Seller harmless from and against the aggregate of all Seller Indemnifiable Damages (as defined below).
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Agreement by Purchaser to Indemnify. Purchaser shall indemnify and hold harmless the Equity Holders in respect of the aggregate of all Losses (as defined below) of the Equity Holders. “Losses” means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including reasonable related counsel and paralegal fees and expenses) incurred or suffered by the Equity Holders (a) resulting from any breach of a representation or warranty of the Purchaser in or pursuant to this Agreement, or (b) resulting from any breach of the covenants or agreements of the Purchaser in this Agreement.
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Agreement by Purchaser to Indemnify. Purchaser shall indemnify and hold harmless the Shareholders in respect of, the aggregate of all Losses (as defined below) of the Shareholders, up to a maximum aggregate payment equal to the Cap.
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Agreement by Purchaser to Indemnify. Subject to the limitations set forth in this Article VI, the Purchaser agrees to indemnify and hold the Shareholders and their heirs and personal representatives (a "the Shareholder Indemnified Party" and together the "Shareholder Indemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, reasonable counsel and paralegal fees and expenses) incurred or suffered by any of the Shareholder Indemnified Parties directly resulting from (i) any breach of a representation or warranty made by Purchaser in this Agreement, or (ii) any breach of a covenant or agreement made by Purchaser in this Agreement (collectively, "Shareholder Indemnifiable Damages").
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Agreement by Purchaser to Indemnify. Purchaser hereby agrees to indemnify and hold the Selling Parties and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article IX, the “Selling Parties”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by the Selling Parties arising out of or resulting from (i) any breach of a representation, warranty or certification made by Purchaser in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Purchaser in this Agreement or in any other written document or certificate to this Agreement, (iii) any Assumed Liabilities, and (iv) any breach of any of the covenants or agreements made by Purchaser in this Agreement or in any document or certificate delivered pursuant to this Agreement (collectively, “Purchaser Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-tax basis, and with respect to the measurement of Indemnifiable Damages, the Selling Parties shall have the right to be put in the same pre-tax consolidated financial position considering the pre-tax effects of any Indemnifiable Damages. [Notwithstanding the foregoing, no claim for Indemnifiable Damages shall be asserted by the Selling Parties until the aggregate of all Indemnifiable Damages exceeds the sum of Twenty-Five Thousand Dollars ($25,000) (the “Indemnification Threshold”), in which case the Selling Parties shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold.
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Agreement by Purchaser to Indemnify. (a) Subject to Section 9.3(b) below, from and after the Closing, Purchaser agrees to indemnify, defend and hold Sellers harmless from and against the Sellers' Indemnifiable Damages. For purposes of this Agreement, "
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Agreement by Purchaser to Indemnify 
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Related to Agreement by Purchaser to Indemnify

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Indemnity by Seller Subject to the limitations in this Article X, Seller shall indemnify and hold harmless Buyer and its current and former directors, officers, employees, agents, representatives, Affiliates, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, reasonable costs and reasonable expenses (whether or not involving a third party claim), including, without limitation, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any actions and/or suits (commenced or threatened), demands, assessments, judgments, or any claim whatsoever, and any and all amounts paid in settlement of any of the aforementioned (collectively, the “Buyer’s Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, in respect of, connected with, or arising from: (a) any inaccuracy in any representation or warranty of Seller contained in this Agreement; (b) any breach of any covenant or agreement by Seller contained in this Agreement or any Ancillary Agreement; (c) any noncompliance with any bulk sales or fraudulent transfer laws in respect of the transactions contemplated herein; (d) any Employee claim described in Section 9.03 or any Seller Non-Transaction Related WARN Act Liabilities indemnified by Seller pursuant to Section 9.04(a); (e) any Excluded Liabilities; (f) any Taxes payable by Seller pursuant to Section 8.03(b); or (g) the operation of Purchased Business prior to the Closing, except to the extent of an Assumed Liability.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Indemnification and Reimbursement by Buyer Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with:

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Indemnification by Purchasers Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

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