Common use of Authority; Indemnification Clause in Contracts

Authority; Indemnification. Each Seller agrees that Buyer shall be entitled to rely on any action taken by Seller Representative, on behalf of such Seller, pursuant to Section 11.14(b) (an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless Seller Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Seller Representative in connection with any action, suit or proceeding to which Seller Representative is made a party by reason of the fact it is or was acting as Seller Representative pursuant to the terms of this Agreement.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc), Membership Interest Purchase Agreement (Danam Health, Inc)

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Authority; Indemnification. Each Seller Party agrees that Buyer shall be entitled to rely on any action taken by Seller Representative, on behalf of such SellerSeller Party, pursuant to Section 11.14(b) (an “Authorized Action”), and that each Authorized Action shall be binding on each Seller Party as fully as if such Seller Party had taken such Authorized Action. Each Seller Party hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless Seller Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Seller Representative in connection with any action, suit or proceeding to which Seller Representative is made a party by reason of the fact it is or was acting as Seller Representative pursuant to the terms of this Agreement.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc)

Authority; Indemnification. Each Seller agrees that Buyer shall be entitled to rely on any action taken by Seller the Representative, on behalf of such Sellerthe Sellers, pursuant to Section 11.14(b9.14(b) (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller Person had taken such Authorized Action. Each Seller hereby severally, for itself only and not jointly and severallyjointly, agrees to indemnify and hold harmless Seller the Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Seller the Representative in connection with any action, suit or proceeding to which Seller the Representative is made a party by reason of the fact it is or was acting as Seller the Representative pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)

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Authority; Indemnification. Each Seller agrees that Buyer shall be entitled to rely on any action taken by Seller Representative, on behalf of such Seller, pursuant to Section 11.14(b) (an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless Seller Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Seller Representative in connection with any action, suit or proceeding to which Seller Representative is made a party by reason of the fact it is or was acting as Seller Representative pursuant to the terms of this Agreement.. ​

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.)

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