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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the Company, its Representatives, controlling persons and affiliates (the "Company Indemnified Persons") and will pay to the Company Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (i) any breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (ii) any breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (iii) 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: Share Purchase Agreement (Sandisk Corp)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the Company, its Representatives, controlling persons and affiliates (the "Company Indemnified Persons") and will pay to the Company Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (i) any breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (ii) any breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (iii) 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: Share Purchase Agreement (Sandisk Corp)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the CompanySeller Stockholders, its and will pay to the Seller Stockholders and their respective Representatives, controlling persons and affiliates (the "Company Seller Indemnified PersonsPerson") and will pay to the Company Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (ia) 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, (iib) any breach Breach by Buyer of any covenant covenant, agreement or obligation of Buyer in this Agreement, or (iiic) 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: Agreement and Plan of Merger (Eb2b Commerce Inc /Ny/)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the Company, Seller and its Representatives, shareholders, controlling persons and affiliates (the "Company collectively, “Seller Indemnified Persons") ”), and will pay to the Company Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (ia) 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, (iib) any breach Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (iiic) 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: Equity Purchase Agreement (Polymedica Corp)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the CompanySeller, its Representativeslegal and financial advisors, controlling persons and affiliates (collectively, the "Company Seller Indemnified Persons") for, and will pay to the Company Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (ia) any breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (iib) any breach by Buyer of any covenant or obligation of Buyer in this Agreement, ; or (iiic) any claim by any Person 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 person with Buyer (or any Person person acting on its behalf) in connection with any the subject matter of the Contemplated Transactionsthis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Drugmax Com Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the CompanySellers and their respective officers, its Representatives, controlling persons directors and affiliates employees (the "Company Seller Indemnified PersonsParties") ), and will pay to the Company Seller Indemnified Persons Parties the amount of any Damages arisingincurred, directly or indirectly, from or in connection with (ia) 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, (iib) any breach Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (iiic) 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 (Harmonic Lightwaves Inc)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the Company, its Sellers and their respective Representatives, shareholders, controlling persons persons, and affiliates Affiliates (collectively, the "Company “Sellers’ Indemnified Persons") ”), and will pay to the Company Sellers’ Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (ia) 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, (iib) any breach Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (iiic) 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 (Compass Group Diversified Holdings LLC)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. From and after Closing, Buyer will indemnify ------------------------------------------------ indemnify, defend and hold harmless Sellers and their respective Representatives and Related Persons (collectively, the Company, its Representatives, controlling persons and affiliates (the "Company “Seller Indemnified Persons") for, and will pay and reimburse to the Company Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (ia) 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, (iib) any breach Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (iiic) 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 Proposed Transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (National Commerce Corp)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless the Company, Seller and its respective Representatives, members, managers, controlling persons persons, and affiliates (collectively, the "Company “Seller Indemnified Persons") ”), and will pay to the Company Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (ia) 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, (iib) any breach Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (iiic) 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 (Verilink Corp)

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