Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Second Bancorp Inc)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, , (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or or (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its Buyer’s behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase, Redemption and Contribution Agreement (Compass Group Diversified Holdings LLC)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, arising from or in connection with (ai) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, ; (bii) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement, ; or (ciii) any claim by any Person person or entity for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person person or entity with Buyer (or any Person person or entity acting on its behalf) in connection with any of the Contemplated TransactionsTransaction.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Iti Technologies Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless SellersSeller, and will pay to Sellers Seller the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer and Parent in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (BOQI International Medical, Inc.)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless SellersShareholders, and will pay to Sellers Shareholders the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Beckman Coulter Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions, or (d) the assertion of any claim for personal injury, death, property or economic damage, or other product or strict liability claim arising from the sale or other distribution of any product by the Company or Buyer, or the provision of any service by the Company or Buyer, subsequent to the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peak Resorts Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (ai) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (bii) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (ciii) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Management Network Group Inc)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless Sellers, and will shall pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emrise CORP)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless Sellersthe Sellers for, and will pay to the Sellers the amount of any Damages arising, directly or indirectly, arising from or in connection with with, (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Royster-Clark Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless SellersSeller, and will pay to Sellers Xxxxer the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's finders fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Simclar Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify, defend indemnify and hold harmless SellersSeller, and will pay to Sellers Seller the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cardiotech International Inc)

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