By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
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Samples: Software Purchase Agreement (Teknik Digital Arts Inc.)
By Buyer. Buyer shall indemnify and save and hold harmless Parent, Seller, its and their respective affiliates and its Representatives subsidiaries from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) from and after the Closing, any Assumed Liability.
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By Buyer. Buyer shall indemnify and indemnify, save and hold harmless Seller, its affiliates Sellers and its their Representatives from and against any and all Damages incurred in connection with, with or arising out of, of or resulting from or incident to (i) any breach of any representation covenant or warranty, or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
Appears in 1 contract
By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) from and after the Closing, any Assumed Liability.
Appears in 1 contract
Samples: Asset Purchase Agreement (Protein Databases Inc /De/)
By Buyer. Buyer shall indemnify and save and hold harmless SellerSellers, its affiliates their Affiliates (other than the Company) and its their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Buyer in this Agreement or pursuant to this Agreementin any 54 agreement or certificate delivered hereunder; or (ii) any breach of any covenant or agreement made by Buyer in this Agreement or pursuant to this Agreementany agreement or certificate delivered hereunder.
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By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates -------- the Shareholders and its Representatives their respective Related Parties from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to suffered by any of them and caused by (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
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By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Buyer or Buyer Sub 1 in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer, Buyer Sub 1 or Newco in or pursuant to this Agreement.; or (iii) from and after the Closing, any
Appears in 1 contract
Samples: Limited Liability Company Unit Purchase Agreement (Centex Construction Products Inc)
By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates Affiliates and its Subsidiaries, and their respective Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) from and after the Closing, any Assumed Liability.
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By Buyer. Buyer shall indemnify and save indemnify, defend and hold harmless Seller, its affiliates and its Representatives Seller -------- from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation covenant, representation, warranty or warranty, agreement or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
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By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates Seller and its Representatives from and against any and all Damages incurred in connection with, arising out of, to the extent resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) from and after the Closing, any Assumed Liability.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Silicon Laboratories Inc)
By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives -------- Sellers from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warranty, made by Buyer in or pursuant this Agreement (reading such representations and warranties without regard to this Agreementany materiality qualifiers); or and (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
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By Buyer. Buyer shall indemnify and save and hold harmless Seller, -------- its affiliates affiliates, subsidiaries and its Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) from and after the Closing, any Assumed Liability.
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By Buyer. Buyer shall indemnify and save and hold harmless Seller, its respective affiliates and subsidiaries, and its respective Representatives from and against any and all Damages incurred in connection with, arising out of, of or resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) from and after the Closing, any Assumed Liability.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tessera Technologies Inc)
By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or and (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Technologies Group LTD)
By Buyer. Buyer shall indemnify and indemnify, save and hold harmless Seller, its affiliates and its Representatives -------- Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation covenant or warranty, or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by the Buyer in or pursuant to this Agreement.
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By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates their Affiliates (other than the Company) and its their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any the breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Buyer in this Agreement or pursuant to this Agreementin any agreement or certificate delivered hereunder; or (ii) any breach of any covenant or agreement made by Buyer in this Agreement or pursuant to this Agreementany agreement or certificate delivered hereunder.
Appears in 1 contract
By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives the Individual Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or Agreement and (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
Appears in 1 contract
By Buyer. Buyer shall indemnify and indemnify, save and hold harmless Seller, its affiliates and its Representatives their respective representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) the operation of the Business or the Assets from and after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Prospect Medical Holdings Inc)
By Buyer. Buyer shall indemnify and save and hold harmless -------- Seller, its affiliates and subsidiaries, and its Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) from and after the Closing, any Assumed Liability.
Appears in 1 contract
By Buyer. Buyer shall indemnify and save and hold harmless Seller, its affiliates and its Representatives Sellers from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warranty, made by Buyer in or pursuant this Agreement (reading such representations and warranties without regard to this Agreementany materiality qualifiers); or and (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement.
Appears in 1 contract