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 Seller and its stockholders, controlling Persons, and Affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; and (b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement including, without limitation, any failure to pay Assumed Liabilities after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Outdoor Systems Inc), Asset Purchase Agreement (Outdoor Systems Inc)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its stockholders, controlling Persons, and Affiliates (collectively, the "Buyer Seller Indemnified Persons") for, and will pay to the Buyer Seller Indemnified Persons Persons, the amount of any Damages incurred by the Seller Indemnified Persons arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Buyer in this Agreement Agreement, or in any other certificate or document delivered by Buyer pursuant to this Agreement; andor (b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement including, without limitation, any failure to pay Assumed Liabilities after the ClosingAgreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (WHX Corp), Stock Purchase Agreement (Worthington Industries Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller Sellers and its stockholderspartners, controlling Persons, affiliates and Affiliates heirs (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; and (b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement including, without limitation, any failure to pay Assumed Liabilities after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Outdoor Systems Inc), Asset Purchase Agreement (Outdoor Systems Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its stockholders, controlling Persons, and Affiliates Sellers (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; andor (b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement including, without limitation, or in any failure certificate or document delivered by Buyer pursuant to pay Assumed Liabilities after the Closingthis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Outdoor Systems Inc)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless the Seller and its respective Representatives, stockholders, controlling Personspersons, and Affiliates affiliates (collectively, the "Buyer Seller's Indemnified Persons") for), and will pay to the Buyer Seller's Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with: (a) any material breach Breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; andor (b) any breach Breach by Buyer of any covenant or obligation of Buyer in this Agreement including, without limitation, any failure to pay Assumed Liabilities after the ClosingAgreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ameritel Pay Phones Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and Seller, its stockholders, controlling Persons, Persons and Affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; and; (b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement including, without limitation, any failure to pay Assumed Liabilities after the Closing; and (c) any liability arising from Buyer's operation of the Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tri State Outdoor Media Group Inc)

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