Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

Appears in 3 contracts

Samples: Purchase and Noncompetition Agreement (Suburban Propane Partners Lp), Purchase and Noncompetition Agreement (Suburban Propane Partners Lp), Purchase and Noncompetition Agreement (Suburban Propane Partners Lp)

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Buyer’s Indemnification. Buyer will shall indemnify Sellers and hold Seller Sellers harmless from and Seller's directorsagainst the payment by Sellers of any loss, officersliability, cost or expense (including all reasonable attorneys' fees and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of disbursements) based upon or arising from (i) the incorrectness or out of any breach of any of the representations, warranties, covenants and or agreements of Buyer contained in this Agreement or given on the Closing Date; any other certificate or (ii) any Assumed Liabilitydocument delivered pursuant hereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lexon Technologies Inc), Stock Purchase Agreement (Perino Anthony)

Buyer’s Indemnification. Buyer will agrees to defend, indemnify and hold harmless Seller against and Seller's directorsin respect of any and all loss, officers, liability and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising expense resulting from (i) the incorrectness inaccuracy of any representation or breach of warranty or non-fulfillment of any of the representationsobligation by Buyer under this Agreement, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liabilityact or negligence of Buyer, its officers, employees, and agents occurring subsequent to the Closing and directly related to its conduct of the operations of the Ongoing Business.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Elecsys Corp), Asset Purchase Agreement (Elecsys Corp)

Buyer’s Indemnification. Buyer will indemnify shall defend, indemnify, and save and hold harmless Seller and Seller's directorsits Affiliates and their respective members, managers, shareholders, officers, directors, employees and employees harmless agents, from and against any Damages incurred all Losses which arise directly or suffered by Seller indirectly from or affiliate of Seller as a result of or arising from in connection with (i) the incorrectness or breach of any of the representationsAssumed Liabilities, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liabilitybreach by Buyer of any of Buyer’s representations and warranties contained in this Agreement, or (iii) any breach of Buyer’s covenants or agreements contained in this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Kodiak Oil & Gas Corp)

Buyer’s Indemnification. Buyer will indemnify and hold Seller harmless ----------------------- Seller, and Seller's its respective directors, officersemployees, agents and representatives for, and employees harmless against will pay to such persons the amount of, any Damages incurred loss, liability, claim, damage (including consequential and incidental damages), and expense (including costs of investigation and defense and reasonable attorneys' fees) arising, directly or suffered indirectly, from or in connection with the performance by Seller the Buyer of this Agreement, or affiliate of Seller as a result of or arising from (i) the incorrectness or any breach of any of representation or warranty by the representationsBuyer, warrantiesor the failure to fulfill any agreement or covenant by the Buyer, covenants and agreements of Buyer contained in under this Agreement or given on the Closing Date; or (ii) any Assumed LiabilityAgreement.

Appears in 2 contracts

Samples: Purchase Agreement (JPM Co), Purchase Agreement (JPM Co)

Buyer’s Indemnification. Buyer will shall indemnify and hold Seller Seller, its subsidiaries, its and Seller's directorstheir successors and assigns, officers, employees and employees agents harmless against from any Damages incurred claims for personal injury or suffered property damage caused by Seller any defect in design or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any manufacture of the representationsBuyer's products or by Buyer's negligent act, warranties, covenants and agreements of Buyer contained in this Agreement omission or given on the Closing Date; or (ii) any Assumed Liabilitywillful misconduct.

Appears in 2 contracts

Samples: Confidential Disclosure Agreement (Accent Color Sciences Inc), Confidential Disclosure Agreement (Accent Color Sciences Inc)

Buyer’s Indemnification. Buyer will agrees to indemnify and hold harmless Seller and Seller's directors’s Affiliates, officers, directors, employees, representatives and employees harmless agents from and against any Damages incurred based upon, or suffered by Seller or affiliate of Seller as a result arising out of or arising from (i) the incorrectness otherwise in respect of, either directly or indirectly, any material misrepresentation or breach of any of the representationsrepresentation, warranties, covenants and agreements of warranty or covenant made by Buyer contained in this Agreement or any document, certificate or exhibit given on the Closing Date; or (ii) any Assumed Liabilitydelivered to Seller pursuant to or in connection with this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Landec Corp \Ca\)

Buyer’s Indemnification. Buyer will agrees to defend, indemnify and hold harmless Seller against and Seller's directorsin respect of any and all loss, officers, liability and employees harmless against expense resulting from the inaccuracy of any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness representation or breach of warranty or non-fulfillment of any of the representations, warranties, covenants and agreements of obligation by Buyer contained in under this Agreement or given on the Closing Date; or (ii) any Assumed LiabilityAgreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Elecsys Corp)

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Buyer’s Indemnification. Buyer will indemnify and hold indemnifies Seller and Seller's directorsfor any Damages, officerssuffered by or resulting to Seller arising from, and employees harmless against will defend Seller from, any Damages incurred or suffered inaccurate representation made by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or Buyer, and any breach of any of warranty given by Buyer to the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on extent that they survive the Closing Date; or (ii) any Assumed Liability.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Architectural Products Corp)

Buyer’s Indemnification. Buyer will shall indemnify and hold Seller harmless from and Seller's directorsagainst any and all liability, officersfines, suits, claims, demands, actions, costs and expenses of any kind or nature whatsoever caused by, or arising out of, or in any manner connected with any damage to the Property or any injury or death to a person or persons arising out of Buyer’s use and/or occupancy of the Property after the Commencement Date, including intentional or negligent acts by Buyer, Buyer’s family, invitees, and/or agents and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed LiabilityBuyer.

Appears in 1 contract

Samples: Possession Before Closing Agreement

Buyer’s Indemnification. Buyer will indemnify Seller for, and will hold Seller harmless from and Seller's directorswill pay when due, officersany and all claims, costs, damages, liabilities and expenses of any kind whatsoever which may be asserted against or imposed on Seller at any time, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from which are based upon (ia) the incorrectness ownership or breach operation of the Assets on or after the Closing Date, or (b) the inaccuracy of any of the representations, warranties, covenants and agreements representation or warranty of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liabilityherein.

Appears in 1 contract

Samples: Asset Purchase Agreement (21st Century Technologies Inc)

Buyer’s Indemnification. In addition to any other agreement on the part of Buyer will to indemnify Seller set forth in this Agreement, Buyer shall indemnify and hold Seller harmless from and Seller's directors, officers, and employees harmless against any Damages incurred and all loss, cost, damage, claim, liability, or suffered by Seller or affiliate of Seller as a result of or expense, including reasonable attorney fees and costs, in any way arising from (i) the incorrectness or breach of any related to Buyer's ownership or use of the representations, warranties, covenants Assets from and agreements of Buyer contained in this Agreement or given on after the Closing Date; or (ii) any Assumed Liability.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pure Play Media Holdings, Inc.)

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