Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. Buyer agrees to defend, indemnify, and hold harmless Seller its directors, officers, principals, shareholders, agents, successors and assigns from and against all Damages arising out of or related to:

Appears in 2 contracts

Samples: License and Acquisition Agreement (Canbiola, Inc.), Asset Purchase Agreement (Canbiola, Inc.)

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Buyer’s Indemnification. Buyer agrees to shall indemnify, defend, indemnify, and hold harmless Seller and its officers, directors, officers, principals, shareholdersemployees, agents, successors and assigns from and against any and all Damages losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out of of, relating to, or related toresulting from:

Appears in 2 contracts

Samples: Production Services Agreement (HeartWare LTD), Production Services Agreement (HeartWare LTD)

Buyer’s Indemnification. Buyer agrees to shall indemnify, defend, indemnify, and hold harmless Seller and its officers, directors, officers, principals, shareholdersemployees, agents, successors and assigns from and against any and all Damages arising out losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys’ fees and expenses) as a result .of any claims, demands, actions or other proceedings made or instituted by any third party against any of or related tothem and to the extent resulting from:

Appears in 1 contract

Samples: Production Services Agreement (Medicalcv Inc)

Buyer’s Indemnification. Buyer agrees to shall defend, indemnifyindemnify and hold Seller, and hold harmless Seller its directorsSeller's successors, officersassigns, principals, shareholders, and agents, successors and assigns harmless from and against any and all Damages loss, cost, damage, claim, liability, obligation, or expense, including, but not limited to, reasonable attorney fees and costs, in any way arising out of from or related to:to Buyer's ownership or use of the Assets from and after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chapeau Inc)

Buyer’s Indemnification. Buyer agrees to defend, shall indemnify, defend and hold harmless Seller Supplier and its directors, officers, principals, shareholders, agents, successors and assigns representatives from and against any and all Damages Losses arising out from any Third-Party Claim to the extent caused by common law fraud, negligence, gross negligence or willful misconduct of or related to:Buyer.

Appears in 1 contract

Samples: Supply Agreement (Eve Holding, Inc.)

Buyer’s Indemnification. (a) Buyer agrees to defend, indemnify, indemnify and hold harmless Seller Seller, its directorsAffiliates, officers, principalsdirectors, shareholdersemployees, agents, successors successors, and assigns from assigns, and against related entities from, and to reimburse them for, any loss, cost, expense, damage, liability, or claim (including without limitation, all Damages Legal Fees) relating to, arising out of of, based upon, or related toresulting from:

Appears in 1 contract

Samples: Mortgage Loan Purchase and Warranties Agreement (Gs Mortgage Sec Corp Mortgage Pass THR Certs Ser 2003-Sea)

Buyer’s Indemnification. Buyer agrees to defend, indemnify, indemnify and hold harmless Seller Seller, its directors, officers, principals, shareholders, agents, successors and assigns harmless from and against any and all Damages liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable attorneys’ fees and expenses, of whatsoever kind and nature, imposed on, incurred by or asserted against any of them in any way relating to, arising out of or related toresulting from the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Veri-Tek International, Corp.)

Buyer’s Indemnification. Buyer agrees to defend, indemnify, shall indemnify and hold harmless Seller and its directors, respective officers, principalspartners, shareholdersdirectors, agents, successors and assigns (the "Seller Group"), from and against and in respect of any and all Damages resulting from, in connection with or arising out of or related toof:

Appears in 1 contract

Samples: Asset Purchase Agreement (Tufco Technologies Inc)

Buyer’s Indemnification. Buyer agrees to defend, shall indemnify, defend and hold harmless Seller its Sellers, their Affiliates and each of their respective officers, directors, officersemployees, principalsstockholders, shareholdersagents and representatives and each of the heirs, agentsexecutors, successors and assigns of any of the foregoing (the "Seller Indemnitees"), from and against against, and pay or reimburse the Seller Indemnitees for, all Damages suffered or incurred by the Seller Indemnitees, relating to or arising out of or related tofrom:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)

Buyer’s Indemnification. Buyer agrees to shall indemnify, defend, indemnify, and hold harmless Seller and its officers, directors, officers, principals, shareholdersemployees, agents, successors and assigns from and against any and all Damages losses, claims, actions, costs, liabilities, expenses, fines, damages, and other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys' fees and expenses) arising out of of, relating to, or related to:resulting from, directly or indirectly,

Appears in 1 contract

Samples: Development and Production Agreement (Possis Medical Inc)

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Buyer’s Indemnification. (a) Buyer agrees to defendshall indemnify Buyer and protect, indemnify, defend and hold harmless Seller Seller, its directorsAffiliates, officers, principalsdirectors, shareholdersemployees, agents, agents and successors and assigns harmless from and against any and all Damages arising out of liability, loss, cost, demand, lawsuits, injury or related toexpense, including without limitation all court costs, expert witness fees, trial preparation fees and attorney's fees wheresoever and howsoever arising, so long as such fees or costs are reasonable in amount, which Seller may incur for or by reason of:

Appears in 1 contract

Samples: Master Agreement of Purchase and Sale (Amerus Life Holdings Inc)

Buyer’s Indemnification. Buyer agrees to defendshall, promptly and fully, indemnify, defend and hold save harmless Seller its each Seller, Royalty, Serologicals, their Affiliates and their respective directors, officers, principalsand employees (collectively, shareholdersthe "Seller Group") from, agentsagainst, successors for and assigns from in respect of any Losses and against all Damages Related Expenses to the extent made against, incurred or required to be paid by any member(s) of the Seller Group to the extent arising out of or related relating to:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Serologicals Corp)

Buyer’s Indemnification. Buyer agrees to defend, indemnify, shall indemnify and hold harmless Seller Seller, its directorsparents, officers, principals, shareholders, agentssubsidiaries, successors and assigns assigns, from and against all Damages arising out costs, losses, claims, taxes, liabilities, fines, penalties, damages and expenses (including any interest and court costs imposed in connection therewith and reasonable fees and disbursements of counsel) incurred by Seller in connection with any breach or related to:inaccuracy of any of the representations, warranties, covenants or agreements made by Buyer in this Agreement.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Rsi Holdings Inc)

Buyer’s Indemnification. Buyer agrees to shall defend, indemnify, indemnify and hold harmless Seller Seller, its respective Affiliates, successors and assigns and the directors, officers, principalsmanagers, shareholdersmembers, agentspartners, successors employees, agents and assigns Representatives of any of them (collectively, the “Seller Group”), from and against any and all Damages Losses arising out of, or caused by, or relating to any of or related tothe following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Biosynergy Inc)

Buyer’s Indemnification. Buyer agrees to defend, indemnifyindemnify and hold Supplier, and hold harmless Seller its directors, officers, principalsemployees, shareholderssubsidiaries, affiliates, agents, successors sales representatives and assigns from and distributors harmless against all Damages claims, costs, damages and expenses, and attorneys’ fees and costs arising directly or indirectly out of any claim of personal injury, death or related to:otherwise associated with the Buyer’s negligence or misuse of the Products.

Appears in 1 contract

Samples: Terms And

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