Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from:

Appears in 32 contracts

Samples: www.sec.gov, www.sec.gov, Acquisition and Recapture Agreement (Cherry Hill Mortgage Investment Corp)

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Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Agreement Date which result from:

Appears in 31 contracts

Samples: Future Spread Agreement, Future Spread Agreement (Nationstar Mortgage Holdings Inc.), Future Spread Agreement (Nationstar Mortgage Holdings Inc.)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date which result from:

Appears in 6 contracts

Samples: Spread Acquisition Agreement (Nationstar Mortgage Holdings Inc.), Acquisition Agreement (Nationstar Mortgage Holdings Inc.), Spread Acquisition Agreement (Nationstar Mortgage Holdings Inc.)

Indemnification by Seller. (a) Seller shall indemnify, defend hereby agrees to indemnify and hold Purchaser, its affiliates Purchaser and its and their respective directors, managers, officers, employees, Affiliates, stockholders, agents, representatives attorneys, representatives, successors and advisors permitted assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) harmless from and shall reimburse against any and all Damages to the applicable Purchaser Indemnitee for any Losses suffered extent based upon or resulting from or incurred by any Purchaser Indemnitee after the Closing Date which result fromin connection with:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from:

Appears in 3 contracts

Samples: Flow and Bulk Purchase Agreement, Flow and Bulk Purchase Agreement (Cherry Hill Mortgage Investment Corp), Flow and Bulk Purchase Agreement (Cherry Hill Mortgage Investment Corp)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date or the Subsequent Sale Date, as applicable, which result from:

Appears in 3 contracts

Samples: Current Excess Servicing Spread Acquisition Agreement (Nationstar Mortgage Holdings Inc.), Current Excess Servicing Spread Acquisition Agreement (Nationstar Mortgage Holdings Inc.), Spread Acquisition Agreement (Newcastle Investment Corp)

Indemnification by Seller. (a) Seller Effective upon Closing, SELLER shall indemnifydefend, defend indemnify and hold Purchaserharmless BUYER and its Affiliates, its affiliates and all of its and their respective directors, managers, officers, employees, partners, members, contractors, agents, and representatives and advisors (collectively, the “Purchaser BUYER Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for against any and all Losses suffered or incurred by any Purchaser a BUYER Indemnitee after the Closing Date which as a result fromof or arising out of:

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (American Midstream Partners, LP), Purchase and Sale Agreement (American Midstream Partners, LP)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date which result results from:

Appears in 3 contracts

Samples: Sale and Assignment Agreement (Newcastle Investment Corp), Excess Servicing Spread Sale and Assignment Agreement (Nationstar Mortgage Holdings Inc.), Mortgage Servicing Rights Purchase and Sale Agreement (Nationstar Mortgage LLC)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date related Subsequent Sale Date, which result from:

Appears in 2 contracts

Samples: Current Excess Servicing Spread Acquisition Agreement (Nationstar Mortgage Holdings Inc.), Current Excess Servicing Spread Acquisition Agreement (Newcastle Investment Corp)

Indemnification by Seller. (a) Seller shall indemnify, hold harmless and defend and hold PurchaserBuyer, its affiliates and its and their respective directors, managers, officers, employees, agentssubsidiaries, representatives affiliates and advisors their respective successors, permitted assigns and heirs, as applicable (the Purchaser Buyer Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which from and against all Damages (as defined below in Section 5.4) incurred or suffered by Buyer that result from, relate to or arise out of:

Appears in 2 contracts

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

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the each a “Purchaser IndemniteesIndemnitee”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses losses suffered or incurred by any Purchaser Indemnitee after the Closing Sale Date which result results from:

Appears in 1 contract

Samples: Sale Agreement (Korth Direct Mortgage LLC)

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Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Original Agreement Date which result from:

Appears in 1 contract

Samples: Future Spread Agreement (Nationstar Mortgage Holdings Inc.)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates Affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the related Closing Date which result from:

Appears in 1 contract

Samples: Reference Spread Payment Agreement (GlassBridge Enterprises, Inc.)

Indemnification by Seller. (a) Seller shall indemnify, defend indemnify Purchaser and hold Purchaser, its affiliates and its and each of their respective officers, directors, managers, officers, employees, agentsstockholders, agents and representatives against, and advisors hold them harmless from, any loss, liability, claim, damage or expense (the “Purchaser Indemnitees”including reasonable legal fees and expenses) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered ("Losses"), as incurred, imposed or incurred by any Purchaser Indemnitee after the Closing Date which result assessed (payable promptly upon written request), arising from, in connection with or otherwise with respect to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynamics Research Corp)

Indemnification by Seller. (a) Effective at and after the Closing, Seller shall indemnify, defend and hold Purchaserindemnify Buyer, its affiliates and its Affiliates and their respective directorssuccessors and assignees against, managersand agrees to hold each of them harmless from, officersany and all Damages incurred or suffered by Buyer its Affiliates or any of their respective successors and assignees (collectively, employees, agents, representatives and advisors (the Purchaser IndemniteesBuyer Indemnified Parties”) harmless arising out of, resulting from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result fromcaused by:

Appears in 1 contract

Samples: Asset Purchase Agreement (NMS Communications Corp)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the "Purchaser Indemnitees") harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date or Amendment Date, as applicable, which result from:

Appears in 1 contract

Samples: Current Excess Servicing Spread Acquisition Agreement (Nationstar Mortgage Holdings Inc.)

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the "Purchaser Indemnitees") harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Original Agreement Date which result from:

Appears in 1 contract

Samples: Future Spread Agreement (Nationstar Mortgage Holdings Inc.)

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