Common use of Buyer’s Agreement to Indemnify Clause in Contracts

Buyer’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Buyer agree to indemnify, defend and hold harmless Seller and their agents, from and against all Damages to which Seller becomes subject as a result of, arising out of, or based in any of the following: (a) a breach of any representation or warranty made by Buyer pursuant to this Agreement in Article III; (b) a breach of any covenant contained in or made by Buyer pursuant to this Agreement in Article VIII; (c) liabilities, obligations or claims relating to the Purchased Assets arising out of facts, conditions or circumstances occurring after the Closing Date; (d) any claim or liability for brokerage commissions or finder’s fees incurred by reason of any action taken by Buyer. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the “Sellers’ Indemnified Losses”.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Eco Science Solutions, Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.)

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Buyer’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Buyer agree to indemnify, defend and hold harmless Seller and their agents, from and against all Damages to which Seller becomes subject as a result of, arising out of, or based in any of the following: (a) a breach of any representation or warranty made by Buyer pursuant to this Agreement in Article III; (b) a breach of any covenant contained in or made by Buyer pursuant to this Agreement in Article VIII; (c) liabilities, obligations or claims relating to the Purchased Assets arising out of facts, conditions or circumstances occurring after the Closing Date; (d) any claim or liability for brokerage commissions or finder’s 's fees incurred by reason of any action taken by Buyer. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the "Sellers' Indemnified Losses".

Appears in 1 contract

Samples: Asset Purchase Agreement (Separation Degrees - One, Inc.)

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Buyer’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Buyer Buyers agree to indemnify, defend and hold harmless Seller Sellers and their agents, from and against all Damages to which Seller becomes Sellers’ become subject as a result of, arising out of, or based in any of the following: (a) a breach of any representation or warranty made by Buyer Buyers pursuant to this Agreement in Article III; (b) a breach of any covenant contained in or made by Buyer Buyers pursuant to this Agreement in Article VIII; (c) liabilities, obligations or claims relating to the Purchased Assets arising out of facts, conditions or circumstances occurring after the Closing Date; (d) any claim or liability for brokerage commissions or finder’s fees incurred by reason of any action taken by BuyerBuyers. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the “Sellers’ Indemnified Losses”.

Appears in 1 contract

Samples: Asset Purchase Agreement (Live Event Media, Inc.)

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