Common use of Indemnification and Payment of Damages by Purchaser Clause in Contracts

Indemnification and Payment of Damages by Purchaser. From and after the Closing, Purchaser will indemnify and hold harmless Sellers and their respective Representatives, stockholders, controlling persons and affiliates (collectively, the “Seller Indemnified Persons” and, together with the Purchaser Indemnified Persons, the “Indemnified Persons”), and will pay to Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser of any covenant or obligation of Purchaser 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 Purchaser (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 3 contracts

Samples: Option Purchase Agreement (Nuvasive Inc), Option Purchase Agreement (Nuvasive Inc), Option Purchase Agreement (Nuvasive Inc)

AutoNDA by SimpleDocs

Indemnification and Payment of Damages by Purchaser. From and after the Closing, Purchaser will indemnify and hold harmless Sellers and their respective Representatives, stockholders, controlling persons and affiliates (collectively, the “Seller Indemnified Persons” and, together with the Purchaser Indemnified Persons, the “Indemnified Persons”), and will pay to Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser of any covenant or obligation of Purchaser 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 Purchaser (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Nuvasive Inc), Preferred Stock Purchase Agreement (Nuvasive Inc), Preferred Stock Purchase Agreement (Nuvasive Inc)

Indemnification and Payment of Damages by Purchaser. From and after the Closing, Purchaser will indemnify and hold harmless Sellers each of the Persons included within the definition of Seller, and their respective Representatives, stockholdersequityholders, controlling persons persons, Affiliates, and affiliates (collectively, the “Seller Indemnified Persons” and, together with the Purchaser Indemnified Persons, the “Indemnified Persons”)successors for, and will pay to Seller Indemnified such Persons the amount of any Damages loss, liability, claim, damage or expense actually incurred (including reasonable attorneys’ fees), whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with (a) any Breach breach of any representation or warranty made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser of any covenant or obligation of Purchaser 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 Purchaser (or any Person acting on its behalf), or (d) in connection any liability or obligation of any nature with any of respect to the Contemplated TransactionsLiabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (PFF Bancorp Inc)

AutoNDA by SimpleDocs

Indemnification and Payment of Damages by Purchaser. From and after the Closing, Purchaser will indemnify and hold harmless Sellers the Companies, the Owners and their respective Representatives, stockholdersshareholders, controlling persons persons, and affiliates (collectively, the “Seller Indemnified Persons” and, together with the Purchaser Indemnified Persons, the “Indemnified Persons”)Affiliates, and will pay to Seller Indemnified Persons the Companies, the Owners and their respective Representatives, shareholders, controlling persons, and Affiliates the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser or any of its Affiliates of any covenant or obligation of Purchaser in this Agreement or any document executed pursuant to this Agreement, or (c) any claim by any Person for brokerage broker's 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 Purchaser (or any Person acting on its behalf) in connection with any of the Contemplated Transactionstransactions contemplated hereby or (d) any claim by an Person relating to the failure of Purchaser or its Designee to satisfy any of the Assumed Liabilities or perform from and after the Closing Date under any of the Assigned Contracts.

Appears in 1 contract

Samples: Master Asset Purchase Agreement (Eye Care Centers of America Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.