Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 33 contracts
Samples: Stock Purchase Agreement (Wavedancer, Inc.), License Purchase Agreement (Planet 13 Holdings Inc.), Asset Purchase Agreement (Byrna Technologies Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them Seller harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 14 contracts
Samples: Asset Purchase Agreement (Item 9 Labs Corp.), Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (ARC Group Worldwide, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 12 contracts
Samples: Asset Purchase Agreement (Kindcard, Inc.), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 8 contracts
Samples: Asset Purchase Agreement (P&f Industries Inc), Asset Purchase Agreement (Dixie Group Inc), Asset Purchase Agreement (Smith Micro Software, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 5 contracts
Samples: Asset Purchase Agreement (HireQuest, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Gulf Island Fabrication Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Singing Machine Co Inc), Asset Purchase Agreement (Recruiter.com Group, Inc.), Membership Interest Purchase Agreement (reAlpha Tech Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall shall, to the furthest extent permitted by applicable Law, indemnify and defend each of Seller and each and all of its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Chugach Electric Association Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Intellinetics, Inc.), Asset Purchase Agreement (EzFill Holdings Inc), Asset Purchase Agreement (Mphase Technologies Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Luna Innovations Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, from and after the Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them the Seller Indemnitees harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, of or with respect to or by reason ofto:
Appears in 4 contracts
Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Agreement and Plan of Reorganization (Development Capital Group, Inc.), Membership Interest Purchase Agreement (Imprimis Pharmaceuticals, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Allarity Therapeutics, Inc.), Plan of Reorganization and Asset Purchase Agreement (Allarity Therapeutics, Inc.), Option Agreement (VidAngel, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and Seller, its Affiliates and any of their respective Representatives officers, directors, employees, and agents (collectively, the “Seller IndemniteesIndemnified Parties”) against, and shall hold each of them the Seller Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses of, incurred or sustained by, or imposed upon, the Seller Indemnitees Indemnified Parties based upon, arising out of, relating to, with respect to or by reason of:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (Patterson Companies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP), Asset Purchase Agreement (Sprague Resources LP)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer Xxxxx shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Stock Purchase Agreement (NI Holdings, Inc.), Stock Purchase Agreement (Wavedancer, Inc.), License Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ecoark Holdings, Inc.), Asset Purchase Agreement (Avant Diagnostics, Inc), Asset Purchase Agreement (SMTP, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 3 contracts
Samples: Securities Purchase Agreement (TILT Holdings Inc.), Asset Purchase Agreement (Astronics Corp), Securities Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 3 contracts
Samples: Stock Purchase Agreement (LifeMD, Inc.), Stock Purchase Agreement (Security National Financial Corp), Membership Interest Purchase Agreement (Fat Brands, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 3 contracts
Samples: Asset Purchase Agreement (BT Brands, Inc.), Asset Purchase Agreement (AmpliTech Group, Inc.), Asset Purchase Agreement (Verus International, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives ((which shall exclude the Company and its Representatives) (collectively, the “Seller Indemnitees”)) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer Bxxxx shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIISection 8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Party and its respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the such Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vertex Energy Inc.), Asset Purchase Agreement (Vertex Energy Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Buyer shall indemnify and defend each of Seller and its Affiliates Affiliates, and each of their respective Representatives past and present officers, directors, shareholders, agents, and representatives (collectively, the “Seller IndemniteesIndemnified Parties”) ), against, and shall hold each of them the Seller Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any Seller Indemnified Party after the Seller Indemnitees Closing based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Famous Daves of America Inc), Asset Purchase Agreement (Famous Daves of America Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Creatd, Inc.), Stock Purchase Agreement (Creatd, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Beam Global), Stock Purchase Agreement (Cosmos Holdings Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Hebron Technology Co., LTD), Stock Purchase Agreement (Dougherty's Pharmacy, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives Representatives, successors and assigns (collectively, the “Seller IndemniteesSellers Indemnified Parties”) against, and shall hold each of them the Sellers Indemnified Parties harmless from and against, and shall will pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees Sellers Indemnified Parties based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Purchase Agreement (Crestwood Equity Partners LP), Purchase Agreement (Foundation Healthcare, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”and/or Seller’s Representatives) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees (and/or Seller’s Representatives) based upon, arising out of, or with respect to or by reason ofto:
Appears in 2 contracts
Samples: Equipment Purchase Agreement (Body & Mind Inc.), Asset Purchase Agreement (Body & Mind Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE 9, from and after the Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason as a result of:
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Global Partners Lp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, by the Seller Indemnitees based upon, arising out of, with respect to of or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Seneca Foods Corp), Asset Purchase Agreement (Paradise Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Agreement (including Article VIII), Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Horizon Therapeutics Public LTD Co), Asset Purchase Agreement (Hyperion Therapeutics Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, from and after Closing, Buyer shall indemnify and defend each of Seller the Restricted Parties and its each of their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kintara Therapeutics, Inc.), Asset Purchase Agreement (CohBar, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.), Asset Purchase Agreement (Dynatronics Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gb Sciences Inc), Membership Interest Purchase Agreement (Gb Sciences Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bio Key International Inc), Stock Purchase Agreement (Bio Key International Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller Company and its Affiliates and their respective Representatives (collectively, the “Seller Company Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Company Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Assignment Agreement (Xenetic Biosciences, Inc.), Assignment Agreement (Xenetic Biosciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Seller, the Members, their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall defend, indemnify and defend each of Seller and hold harmless Seller, its Affiliates and their respective Representatives members, managers, stockholders, directors, officers, employees and other representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses Damages asserted against or incurred or sustained by, or imposed upon, the by such Seller Indemnitees based upon, arising out of, with respect to or by reason ofof or resulting from:
Appears in 2 contracts
Samples: Asset Purchase Agreement (AMEDICA Corp), Asset Purchase Agreement (AMEDICA Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, by the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Micronet Enertec Technologies, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Edison Nation, Inc.), Stock Purchase Agreement (Sterling Construction Co Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE 8, Buyer Xxxxx shall indemnify and defend each of Seller and its such Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the any Seller Indemnitees Indemnitee based upon, arising out of, with respect to or by reason of:of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Staffing 360 Solutions, Inc.), Share Purchase Agreement (Staffing 360 Solutions, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer shall indemnify and defend each of Seller and its Seller, their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)
Indemnification by Buyer. Subject From and after the Closing and subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify indemnify, hold harmless, reimburse and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, by the Seller Indemnitees based upon, arising out of, with respect to of or by reason ofresulting from:
Appears in 2 contracts
Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE IX, Buyer shall indemnify and defend each of Seller and its respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Unit Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VI, during the Indemnification Period Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, to the extent arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase and License Amendment Agreement (Jounce Therapeutics, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller the Equityholders and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (MedMen Enterprises, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates managers, members, directors, officers, employees and their respective Representatives agents (collectively, the “Seller Indemnitees”) against, and shall hold each of them the Seller Indemnitees harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Accel Entertainment, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates his affiliates and their respective Representatives shareholders, members, partners, directors, managers, officers, employees, representatives, and agents (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Option Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and Seller, its Affiliates and their respective its Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Peoples Financial Corp /MS/)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Good Times Restaurants Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Cryo Cell International Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VI, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 1 contract
Samples: Asset Purchase Agreement (Optex Systems Holdings Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, after the Closing, Buyer shall indemnify and defend each of Seller and his, her or its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Crawford & Co)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives officers, directors, employees, agents, successors and assigns (collectively, the “Seller IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees Indemnified Parties based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller Sellers and its Optionholders and their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE X, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Gse Systems Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, upon or arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE X, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Gse Systems Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Sellers’ Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers’ Indemnitees based upon, upon or arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, including reasonable attorney fees, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller Parties and its their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of the Seller Entities and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Parent and Seller and its their respective Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject To the maximum extent permitted by Law and subject to the other terms and conditions of this Article VIII, Buyer shall defend, indemnify and defend each of hold harmless Seller and its successors and Affiliates and each of their respective Representatives employees, officers, directors and agents (collectively, the “Seller IndemniteesIndemnified Persons”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all claims for Losses incurred arising from or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason ofrelating to:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller "Sellers Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives Sellers (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Analysis Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, the Buyer shall indemnify and defend each of the Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall defend and indemnify and defend each of Seller and its Sellers, their Affiliates and their respective Representatives officers, directors, stockholders, partners, members, managers and employees (collectivelyindividually, a “Seller Indemnitee,” and, collectively the “Seller Indemnitees”) against, and shall hold each of them Seller Indemnitees harmless from and against, and shall pay and reimburse each of them forto the applicable the Seller Indemnitees the amount of, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason ofto:
Appears in 1 contract
Samples: Asset Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE 8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason as a result of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Central Energy Partners Lp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller the Selling Shareholders and its their respective Affiliates and their respective Representatives (collectively, the “Seller Selling Shareholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Selling Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Seller’s Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend each of Seller and its his Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (ParcelPal Logistics Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, each of the Buyer shall indemnify and defend each of Seller the Selling Parties and its their Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VIII, Buyer shall indemnify and defend Seller, each of Seller Member, and its their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enservco Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIVII, Buyer shall indemnify and defend each of Seller the Shareholders and its their Affiliates and their respective Representatives (collectively, the “Seller Shareholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Shareholders Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
Appears in 1 contract
Samples: Share Purchase Agreement (Allied Motion Technologies Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify indemnify, hold harmless, and defend each of Seller and its Affiliates and their respective Representatives representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees in any way based upon, upon or arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller hold harmless Sellers and its Affiliates Sellers’ Affiliates, Related Persons, agents, and their respective Representatives representatives (collectively, the “Seller IndemniteesIndemnified Persons”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them Seller Indemnified Persons for, any and all Losses incurred Damages arising, directly or sustained byindirectly, from or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason ofin connection with:
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall the Buyers shall, jointly and severally, indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses (other than any Loss already taken into account in the Post-Closing Adjustment pursuant to Section 2.07) incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement and Stock Purchase Agreement (Schmitt Industries Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII8, Buyer Buyers shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Appears in 1 contract
