General Indemnification by Purchaser Clause Samples
The General Indemnification by Purchaser clause requires the purchaser to compensate the seller for losses, damages, or liabilities arising from specific actions or breaches by the purchaser. Typically, this clause applies if the purchaser violates representations, warranties, or obligations outlined in the agreement, and may cover third-party claims resulting from such breaches. Its core function is to allocate risk by ensuring the seller is protected from financial harm caused by the purchaser's conduct, thereby promoting fairness and accountability in the transaction.
General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller and its Affiliates and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from any liability arising out of or relating to the Business (including the ownership or operation thereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, other than any liability expressly retained by Seller pursuant to the terms of this Agreement (including, for the avoidance of doubt, the Excluded Liabilities and any liability arising out of the Excluded Assets).
(b) Purchaser shall not be required to indemnify any Seller Indemnitee and shall not have any liability under Section 8.02(a) to the extent the Loss arose as a result of any breach of a representation, warranty, agreement or covenant made or to be performed by Seller in this Agreement.
(c) Except for (i) any specific enforcement remedy to which a party is entitled pursuant to Section 9.05 and (ii) claims of, or causes of action arising from, Actual Fraud, Seller, on behalf of itself and each other Seller Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 8.02(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Seller may have the right to pursue a claim for indemnification under Article VIII with respect to any facts or circumstances shall not operate to impair the application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Seller be entitled to receive indemnification for any Losses (or Taxes) to the extent the amount of such Losses (or Taxes) are reflected in the calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the calculation of the Fina...
General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VI, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller, its Affiliates and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to:
(i) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement; and
(ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Purchaser or any of its Affiliates (including the Group Companies solely with respect to periods following the Closing).
General Indemnification by Purchaser. The Purchaser agrees to indemnify and hold the Sellers harmless against and in respect of (i) any damage, claim, liability, deficiency, loss, cost or expense (including reasonable attorney's fees) sustained by the Sellers arising out of or resulting from (a) any misrepresentation by the Purchaser contained in this Agreement (or any collateral documents), in any schedules attached hereto or thereto or in a certificate to be delivered at the Closing, or (b) the breach of or default under any warranty or representation, or the nonfulfillment of or default under any agreement or covenant, of the Purchaser contained in this Agreement (or collateral documents), schedules or certificates hereto, (c) the failure, after the Closing Date, of Purchaser to pay or otherwise discharge when due any contractual or other obligation relating to the Company, (d) Taxes for which Purchaser is responsible. The procedures set forth at Section 10(c) shall apply to claims for indemnification made by Sellers.
General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller and its Affiliates and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from any liability arising out of or relating to: (i) the Business or a Transferred Asset (including the ownership or operation thereof) or an Assumed Liability, whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued (other than, in each case, any Excluded Liabilities), or (ii) any breach by Purchaser of any covenants or agreements contained herein that by their terms are to be performed in whole or in part after the Closing.
General Indemnification by Purchaser. Subject to the limitations set forth in Sections 9.3, Purchaser covenants and agrees to indemnify, defend, protect and hold harmless the Stockholders (each, a "Company Indemnified Party" and collectively, the "Company Indemnified Parties" and together with each Purchaser Indemnified Party, an "Indemnified Party") from, against and in respect of Damages suffered, sustained, incurred or paid by the Company Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(i) any inaccuracy in or breach of any representation or warranty of Purchaser set forth in this Agreement or any schedule or certificate, delivered by or on behalf of Purchaser in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement on the part of Purchaser in this Agreement.
General Indemnification by Purchaser. Purchaser hereby covenants and agrees to indemnify and save harmless Vendor or Barrick, together with each officer, director, employee and agent of Vendor and Barrick, from and against the following:
General Indemnification by Purchaser. Purchaser covenants and agrees that it will indemnify, defend, protect and hold harmless the Seller and Managing Member, at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by Seller or Managing Member as a result of or arising from (i) any breach of the representations and warranties of Purchaser set forth herein or in the Schedules or certificates attached hereto, or (ii) any breach or nonfulfillment of any covenant or agreement on the part of Purchaser under this Agreement.
General Indemnification by Purchaser. The Purchaser hereby indemnifies and saves harmless the Vendors against any and all losses, liabilities, damages, costs, and expenses of any kind whatsoever, including, without limitation, the cost of defending, cross-claiming, or claiming against third parties in respect of any action, claim, or matter, including legal fees, costs, and disbursements at all court and administrative levels, on a solicitor and his own client basis, which at the time or from time to time may be paid, incurred, or asserted against either of the Vendors as a result of any breach of representation, warranty or covenant herein contained or in any document or agreement contemplated hereby. The Vendors will give written notice to the Purchaser stating specifically the basis for the Claim, the amount thereof, and will tender defence thereof to the Purchaser as provided in Section 9.3 below.
General Indemnification by Purchaser. Purchaser covenants and agrees to indemnify, defend, protect and hold harmless the Stockholders, Seller and its officers, directors, employees, assigns, successors and Affiliates (individually, a "Seller Indemnified Party" and collectively, "Seller Indemnified Parties") from, against and in respect of:
(a) all Damages suffered, sustained, incurred or paid by the Seller Indemnified Parties in connection with, resulting from or arising out of:
(i) any breach of any representation or warranty of Purchaser set forth in this Agreement or any certificate, delivered by or on behalf of Purchaser in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement on the part of Purchaser, prior to the Closing Date, in this Agreement; or
(iii) any termination of employment of Transferred Employees after Closing (provided, however, there shall be no indemnification by Purchaser for any Damages arising out of or relating to acts of Seller or the Stockholders, whether prior to or after Closing).
(b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 9.2.
General Indemnification by Purchaser. Purchaser shall indemnify, defend, protect and hold harmless the Sellers and each of their officers, managers, members, board members, attorneys, agents, representatives and employees (collectively, the “Seller Indemnified Party”) from, against and in respect of all Claims suffered, sustained, incurred or paid by a Seller Indemnified Party in connection with, based upon, resulting from or arising out of, directly or indirectly:
(a) any inaccuracies in or any breach of any representation or warranty of Purchaser set forth in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement delivered by Purchaser in connection herewith; and
(b) any non-fulfillment by Purchaser of any covenant or agreement set forth in this Agreement or any Ancillary Agreements, or any failure by Purchaser to fulfill any other obligation in respect hereof or thereof.