Common use of Indemnification and Reimbursement by Buyer Clause in Contracts

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (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 Buyer's behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Allete Inc), Asset Purchase Agreement (Secured Diversified Investment LTD), Asset Purchase Agreement (Allete Inc)

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Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellerSellers and the Company, and will reimburse SellerSellers and the Company, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;; and (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 Buyer's behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 2 contracts

Samples: Share Purchase Agreement (Franklin Towers Enterprises Inc), Share Purchase Agreement (Pay88)

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to 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 Buyer's behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Endocare Inc), Asset Purchase Agreement (Cryomedical Sciences Inc)

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (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 Buyer's ’s behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (MBI Financial, Inc.)

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) : any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) ; any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (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 Buyer's behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Healthchoice Inc /Ny/)

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellerSellers, and will reimburse SellerSellers, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificatetransfer instrument, document, writing certificate or instrument delivered document executed by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered executed by Buyer pursuant to this Agreement; (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 Buyer's behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allis Chalmers Corp)

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;; and (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 Buyer's ’s behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)

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Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with: (a) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) 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 acting on Buyer's behalf) in connection with any of the Contemplated Transactions; ortransactions contemplated herein; (d) any Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacel Corp)

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellerTarget and its respective Representatives and Affiliates (collectively "Target Indemnified Persons"), and will reimburse Seller, Target Indemnified Persons for any Damages arising from or in connection with: (a) any Breach breach of any representation or warranty made by Buyer in Article 4 of this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementtransfer instrument; (b) any Breach breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;transfer instrument; or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made made, by such Person with Buyer (or any Person acting on Buyer's behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 1 contract

Samples: Merger Agreement (Regal Entertainment Group)

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellerSellers, and will reimburse SellerSellers, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (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 Buyer's behalf) in connection with any of the Contemplated Transactions; or (d) any Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Radnor Holdings Corp)

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