Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Subject to the limitations set forth in this Article VII, Purchaser shall indemnify Seller, its Affiliates and their respective employees, officers, directors and agents (each a “Seller Indemnified Party”) against any and all Losses incurred by any of them, to the extent arising or resulting from any of the following:

Appears in 5 contracts

Samples: Royalty Purchase Agreement (Relief Therapeutics Holding SA), Royalty Purchase Agreement (Relief Therapeutics Holding SA), Royalty Purchase Agreement (Relief Therapeutics Holding SA)

AutoNDA by SimpleDocs

Indemnification by Purchaser. Subject to the limitations set forth in other terms and conditions of this Article VIIARTICLE IX, Purchaser shall indemnify Sellerand defend the Sellers, its their Affiliates and their respective employeesRepresentatives (collectively, officers, directors and agents (each a the “Seller Indemnified PartyIndemnitees”) against 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 any of them, to the extent arising or resulting from any of the followingreason of:

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VII, Purchaser shall indemnify Seller, its Affiliates Sellers and their respective employeesAffiliates, officersRepresentatives, directors successors and agents assigns (each each, a “Seller Indemnified Party” and collectively, the “Seller Parties”) from and against any and all Losses incurred Damages that any Seller Party incurs as a result of any breach by any of them, to the extent arising or resulting from any of the followingPurchaser of:

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Gaiam, Inc), Stock Purchase Agreement (Lindblad Expeditions Holdings, Inc.)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VIIIX, from and after the Closing, Purchaser shall indemnify agrees to indemnify, defend and hold Seller, its Affiliates and each of their respective employeesRepresentatives (collectively, officers, directors and agents (each a the “Seller Group Indemnified PartyPersons”) against harmless from and in respect of any and all Losses incurred by any of themthat they may incur arising out of, relating to the extent arising or resulting from any of the followingfrom:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Opko Health, Inc.), Asset Purchase Agreement (Arlo Technologies, Inc.)

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Article VII7, from and after the Closing, Purchaser shall hereby agrees to indemnify Seller, its Affiliates and Affiliates, their respective employees, officers, directors and agents employees and their respective successors and assigns (each a collectively, the “Seller Indemnified PartyPersons”) against against, and to hold each of them harmless from, any and all Losses incurred by any of them, Damages to the extent actually suffered by the Seller Indemnified Persons and arising or resulting from any of the followingout of:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Molina Healthcare Inc), Asset Purchase Agreement (Molina Healthcare Inc)

Indemnification by Purchaser. Subject in all cases to the limitations set forth in this Article VIIVII (including, without limitation, the limitations set forth in Section 7.6), Purchaser shall indemnify Sellerindemnify, save and hold harmless Seller and its Affiliates and their respective employeesdirectors, officers, directors employees, shareholders, agents and agents representatives (each a collectively, the “Seller Indemnified PartyParties”) from and against any and in respect of all Losses incurred by any arising out of them, to the extent arising or resulting from any of the followingany:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Science Applications International Corp), Stock Purchase Agreement (Science Applications International Corp)

Indemnification by Purchaser. Subject to the limitations set forth in other terms and conditions of this Article VII, Purchaser shall indemnify Seller, its Affiliates Sellers and their respective employeesAffiliates, officers, directors directors, employees, agents, successors and agents assigns (each a “Seller Indemnified Party”) against against, and shall hold any Seller Indemnified Party harmless from and against, any and all Losses actually suffered or incurred by any of themthem based upon, arising out of, with respect to the extent arising or resulting from any of the followingby reason of:

Appears in 2 contracts

Samples: Purchase Agreement (Endo International PLC), Purchase Agreement (Boston Scientific Corp)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VIIX and Section 11.05, from and after the Closing, Purchaser shall indemnify Seller, Seller and its Affiliates and each of their respective employees, officers, directors and agents Representatives (each a the “Seller Indemnified PartyIndemnitees”) against from and against, and compensate and reimburse them for, any and all Losses incurred by any of themsuch Seller Indemnitees, to the extent arising out of, relating to or resulting from any of the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Erytech Pharma S.A.), Asset Purchase Agreement (Acorda Therapeutics Inc)

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Article VIIVIII, Purchaser shall agrees to indemnify Sellerand hold harmless Seller and its subsidiaries and the officers, its Affiliates and their respective directors, employees, officersagents and representatives of Seller and its subsidiaries (each, directors and agents (each a “Seller Indemnified PartyIndemnitee”) from and against any and all Losses asserted against, imposed upon or incurred by any of themsuch Seller Indemnitee that arise out of, are related to the extent arising or resulting from any of the followingin connection with:

Appears in 2 contracts

Samples: Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (Naspers LTD)

Indemnification by Purchaser. Subject to the limitations set forth and conditions for indemnification contained in this Article VIIX, Purchaser shall indemnify Sellerindemnify, defend and hold harmless Seller and its Affiliates and their respective employeesAffiliates, directors, officers, directors employees, agents and agents (each a “Seller Indemnified Party”) assigns and successors, against any and all Losses incurred by any of them, relating to the extent or arising or resulting from any of the followingout of:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Genesis Group Holdings Inc), Asset Purchase Agreement (Genesis Group Holdings Inc)

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Article VIIARTICLE VIII, from and after the Closing, Purchaser shall indemnify Sellerindemnify, defend and hold harmless the Owners and their Affiliates and its Affiliates and their respective officers, directors, managers, employees, officersrepresentatives and agents, directors from and agents (each a “Seller Indemnified Party”) against any and all Losses suffered or incurred by any of themsuch party, if and to the extent such Losses are suffered or incurred by reason of, or arising or resulting from out of, any of the following:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Amn Healthcare Services Inc)

Indemnification by Purchaser. Subject to the limitations set forth in terms and conditions of this Article VIIVIII, Purchaser shall indemnify Seller, its Affiliates and each of their respective employees, officers, directors directors, managers, agents and agents representatives (each a “collectively "Seller Indemnified Party”Indemnitees") from and against any and all Losses suffered or incurred by any of them, to the extent such Seller Indemnitee arising or resulting from any of the followingfrom:

Appears in 1 contract

Samples: Royalty Participation Agreement (Elan Corp PLC)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VIIARTICLE X, Purchaser shall indemnify Seller, its Affiliates and hold Sellers and their post-Closing Affiliates, and each of their respective employeesheirs, administrators, executors, officers, directors directors, employees, stockholders, partners, managers, members, agents and agents representatives, and the successors and assigns of each (each a “Seller Indemnified Party”) ), harmless against and in respect of any and all Losses Damages, which Seller Indemnified Party has incurred by any arising out of them, to the extent arising or resulting from any of the followingbased upon:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Fortune Brands Home & Security, Inc.)

AutoNDA by SimpleDocs

Indemnification by Purchaser. Subject to the limitations set forth in this Article VIIVIII, Purchaser hereby unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify Seller, and hold harmless Seller and its Affiliates and their respective employeesmanagers, directors, officers, directors members, partners, Affiliates, controlling persons and agents representatives and their successors and assigns (each a collectively, the “Seller Indemnified PartyPersons”) against from and against, and shall reimburse the Seller Indemnified Persons for, any and all Losses incurred by any of themresulting from, to the extent or arising or resulting from any of the followingdirectly out of:

Appears in 1 contract

Samples: Asset Purchase Agreement (Key Energy Services Inc)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VIIVIII, from and after the Closing, Purchaser shall indemnify Seller, its Affiliates and their respective employees, officers, directors and agents (each a “Seller Indemnified Party”) against any and all Losses incurred by any of themSeller or its directors, officers, employees or agents (each, a “Seller Indemnified Party”), to the extent arising or resulting from any of the following:

Appears in 1 contract

Samples: Royalty Purchase Agreement (Omeros Corp)

Indemnification by Purchaser. Subject to the limitations set forth in terms and conditions of this Article VIIVIII, Purchaser shall indemnify Seller, its Affiliates and each of their respective employees, officers, directors directors, managers, agents and agents representatives (each a collectively “Seller Indemnified PartyIndemnitees”) from and against any and all Losses suffered or incurred by any of them, to the extent such Seller Indemnitee arising or resulting from any of the followingfrom:

Appears in 1 contract

Samples: Royalty Participation Agreement (Theravance Inc)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VIISection 9.04 hereof, from and after the Closing, Purchaser shall indemnify Seller, its Affiliates the Seller Parties and their respective employees, officers, affiliates and each of their respective officers and directors and agents (each a the “Seller Indemnified PartyIndemnitees”) from and against any and all Losses incurred by any of themLosses, whether or not resulting from a Third Party Claim, to the extent arising or resulting from any of the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Lannett Co Inc)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VII, Purchaser agrees to and shall indemnify Seller, Seller and each of its Representatives and Affiliates and their respective employees, officers, directors and agents (each a the “Seller Indemnified PartyIndemnitees”) and save and hold each of them harmless from and against any and all Losses suffered, incurred or paid by any them as a result of them, to the extent or arising or resulting from any of the followingout of:

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Priority Technology Holdings, Inc.)

Indemnification by Purchaser. Subject to the limitations set forth in applicable provisions of this Article VII, Purchaser shall indemnify Sellerand hold harmless Seller and its successors, its shareholders, personnel, representatives, Affiliates and their respective employees, officers, directors agents from and agents (each a “Seller Indemnified Party”) against any and all Indemnity Losses incurred by any of them, to the extent arising from or resulting from any of the followingrelating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Irwin Financial Corp)

Indemnification by Purchaser. Subject to the limitations set forth in this Article VII, from and after the Closing, Purchaser shall indemnify Seller, its Affiliates and their respective employees, officers, directors and agents (each a “Seller Indemnified Party”) against any and all Losses incurred by any of themSeller or its directors, officers, employees or agents (each, a “Seller Indemnified Party”), to the extent arising or resulting from any of the following:

Appears in 1 contract

Samples: Royalty Purchase Agreement (Enanta Pharmaceuticals Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!