Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. Buyer shall indemnify, defend and hold Seller and its employees or agents harmless from and against any and all loss, cost, liability, damage and expense (including legal and other expenses incident thereto) of every kind, nature or description arising out of (a) the breach of any representation or warranty of Buyer set forth in this Agreement; or (b) the ownership of the Licenses after the Closing Date and the conduct of the Stations after the Closing Date; or (c) the breach of any of the covenants or agreements by Buyer contained in or arising out of this Agreement or the transactions contemplated thereby, including, without limitation, any failure to timely pay or perform the Assumed Liabilities.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Equity Media Holdings CORP), Asset Purchase Agreement (Equity Media Holdings CORP), Asset Purchase Agreement (Equity Media Holdings CORP)

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Buyer’s Indemnification. Buyer shall indemnify, defend and hold Seller and its employees or agents the Company harmless from and against any and all loss, cost, liability, damage and expense (including legal and other expenses incident thereto) of every kind, nature or description description, arising out of of: (ai) the breach of any representation or warranty of Buyer set forth in this AgreementAgreement (including the Schedules hereto); or (bii) the ownership or operation of the Licenses Station after the Closing Date and the conduct of the Stations after the Closing Date; Second Closing, or (ciii) the breach of any of the covenants or its other agreements by Buyer contained in or arising out of this Agreement or the transactions contemplated thereby, including, without limitation, any failure to timely pay or perform the Assumed Liabilitieshereby.

Appears in 2 contracts

Samples: Membership Purchase Agreement (Paxson Communications Corp), Stock Purchase Agreement (Paxson Communications Corp)

Buyer’s Indemnification. Buyer shall indemnify, defend and hold Seller and its employees or agents harmless from and against any and all loss, cost, liability, damage and expense (including legal and other expenses incident thereto) of every kind, nature or description arising out of (a) the breach of any representation or warranty of Buyer set forth in this Agreement; or (b) the ownership of the Licenses after the Closing Date and the conduct of the Stations Station after the Closing Date; or (c) the breach of any of the covenants or agreements by Buyer contained in or arising out of this Agreement or the transactions contemplated thereby, including, without limitation, any failure to timely pay or perform the Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Equity Media Holdings CORP), Asset Purchase Agreement (Equity Media Holdings CORP)

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Buyer’s Indemnification. Buyer shall indemnify, defend and hold Seller and its employees or agents harmless from and against any and all loss, cost, liability, damage and expense (including legal and other expenses incident thereto) of every kind, nature or description description, arising out of of: (ai) the breach of any representation or warranty of Buyer set forth in this AgreementAgreement (including the Schedules hereto); or (bii) the ownership or operation of the Licenses Station after the Closing Date and the conduct of the Stations after the Closing Date; Second Closing, or (ciii) the breach of any of the covenants or its other agreements by Buyer contained in or arising out of this Agreement or the transactions contemplated thereby, including, without limitation, any failure to timely pay or perform the Assumed Liabilitieshereby.

Appears in 1 contract

Samples: Purchase Agreement (Paxson Communications Corp)

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