Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser and shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's fees) or diminution of value (collectively, "Damages") arising from or in connection with:

Appears in 11 contracts

Samples: Asset Purchase Agreement (Cannabis Science, Inc.), Asset Purchase Agreement (Cannabis Science, Inc.), Asset Purchase Agreement (Cannabis Science, Inc.)

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Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser Buyer and shall reimburse Purchaser for Buyer for, any loss, liability, claim, damage, damage or expense (including, without limitation, costs of investigation and defense and including reasonable attorney's attorneys fees) or diminution of value (collectively, "Damages") arising from or in connection with:

Appears in 4 contracts

Samples: Acquisition Agreement (Megas Inc), Acquisition Agreement (Megas Inc), Acquisition Agreement (Truesport Alliances & Entertainment LTD)

Indemnification by Seller. Following the Closing, the Seller shall indemnify and indemnify, hold harmless and defend Purchaser from and shall reimburse Purchaser for against any lossand all losses, liabilitydamages, claimcosts, damageexpenses, expense liabilities, obligations and claims of any kind (including, without limitation, reasonable attorneys’ fees and other legal costs of investigation and defense and reasonable attorney's feesexpenses) or diminution of value (collectively, "Damages"“Losses”) arising from which Purchaser may at any time suffer or incur, or become subject to, as a result of or in connection with:

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust III, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)

Indemnification by Seller. Seller shall indemnify defend, indemnify, and hold Purchaser wholly harmless Purchaser from and shall reimburse Purchaser for against any and all liability, loss, liabilitycost and expense whatsoever (including reasonable fees of legal counsel and related disbursements, claim, damage, expense (including, without limitation, costs of investigation whether such fees and defense and reasonable attorney's fees) or diminution of value (collectively, "Damages") arising from or disbursements are incurred in connection withwith trial or appellate proceedings or otherwise) that may be incurred by Purchaser as a result of, or arising out of, or attributable to, or based upon:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Java Group Inc /Cn), Asset Purchase Agreement (Java Group Inc /Cn), Asset Purchase Agreement (Environmental Plus Inc /Tx/)

Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser and shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's ’s fees) or diminution of value (collectively, "Damages") arising from or in connection with:

Appears in 3 contracts

Samples: Asset Purchase Agreement (WOD Retail Solutions, Inc.), Asset Purchase Agreement (National Energy Services Co Inc), Asset Purchase Agreement (National Energy Services Co Inc)

Indemnification by Seller. Seller SELLER shall indemnify and hold harmless Purchaser BUYER and shall reimburse Purchaser for BUYER for, any loss, liability, claim, damage, damage or expense (including, without limitation, costs of investigation and defense and including reasonable attorney's attorneys fees) or diminution of value (collectively, "Damages") arising from or in connection with:

Appears in 3 contracts

Samples: Acquisition Agreement (Pb Properties, Inc.), Acquisition Agreement (Pb Properties, Inc.), Acquisition Agreement (Pb Properties, Inc.)

Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser and shall reimburse Purchaser Purchaser, for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's fees) or diminution of value (collectively, "Damages") arising from or in connection with:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Kaching Kaching, Inc.), Asset Purchase Agreement (Beyond Commerce), Asset Purchase Agreement (Omnireliant Holdings, Inc.)

Indemnification by Seller. Seller shall hereby agrees to defend, indemnify and hold harmless Purchaser Purchaser, and shall reimburse Purchaser for any for, from and against each claim, loss, liability, claim, damage, cost and expense (including, including without limitation, interest, penalties, costs of investigation preparation and defense investigation, and the reasonable attorney's fees) , disbursements and expenses of attorneys, accountants and other professional advisors (hereinafter collectively referred to as the “Losses”), directly or diminution of value (collectivelyindirectly relating to, "Damages") arising resulting from or in connection witharising out of:

Appears in 2 contracts

Samples: Share Purchase Agreement (Deep Green Waste & Recycling, Inc.), Share Purchase Agreement (Deep Green Waste & Recycling, Inc.)

Indemnification by Seller. Seller shall agrees to indemnify Purchaser against, and agrees to hold Purchaser harmless Purchaser from, any and shall reimburse Purchaser for any lossall liabilities, liabilitylosses, claimcosts, damageclaims, expense damages (includingincluding without limitation consequential damages), penalties and expenses (including without limitation, limitation reasonable attorneys' fees and expenses and reasonable costs of investigation and defense and reasonable attorney's feesinvestigation) or diminution of value (collectively, "DamagesLosses") incurred or suffered by Purchaser relating to or arising from out of or in connection withwith any of the following:

Appears in 2 contracts

Samples: Pre Purchase Agreement (National Fuel Gas Co), Purchase Agreement (National Fuel Gas Co)

Indemnification by Seller. Seller shall indemnify indemnify, defend and hold Purchaser and its Related Parties harmless Purchaser from and shall reimburse Purchaser and its Related Parties for any lossLosses suffered or incurred by Purchaser or its Related Parties, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's fees) or diminution of value (collectively, "Damages") arising that result from or in connection witharise out of:

Appears in 2 contracts

Samples: Mortgage Servicing Rights Purchase and Sale Agreement, Mortgage Servicing Rights Purchase and Sale Agreement (Nationstar Mortgage Holdings Inc.)

Indemnification by Seller. Seller shall indemnify pay, reimburse, indemnify, and hold harmless Purchaser Buyer, and shall reimburse Purchaser for its respective officers, shareholders, successors, and permitted assigns from and against any lossand all claims, liabilitysuits, claimactions, damageassessments, expense losses, diminution in value, liabilities, Taxes, fines, penalties, damages (includingcompensatory, without limitationconsequential, costs of investigation direct, indirect, and defense other), costs, and expenses (including reasonable attorney's legal fees) or diminution (“Losses”) that arise in the absence of value (collectively, "Damages") arising from or a third-party claim in connection withwith or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Baltia Air Lines Inc)

Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser Buyer, and shall reimburse Purchaser for its successors and assigns, against and from any loss, liability, obligation, claim, damagedemand, expense (includingdamage or expense, including without limitationlimitation attorneys' fees and disbursements, costs which is directly or indirectly suffered or incurred at any time by Buyer or any of investigation its successors or assigns, and defense and reasonable attorney's fees) which arises directly or diminution indirectly out of value (collectivelyor by virtue of, "Damages") arising from or in connection withrelates directly or indirectly to, any of the following:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Sun Bancorp Inc /Nj/)

Indemnification by Seller. Seller shall indemnify indemnify, defend, hold harmless, and hold harmless Purchaser and shall reimburse Purchaser for any lossand all claims, liabilityactions, claimsuits, damageproceedings, expense losses, liabilities, damages (includingincluding fines, without limitationpenalties, and criminal or civil judgments and settlements), costs of investigation (including court costs) and defense expenses (including reasonable attorneys’ and reasonable attorney's accountants’ fees) (hereinafter “Loss” or diminution “Losses”) suffered or incurred by Purchaser or any of value (collectivelyits Affiliates or any successors or assigns thereto as a result of, "Damages") arising from or in connection withwith respect to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sypris Solutions Inc)

Indemnification by Seller. Seller shall indemnify indemnify, defend and hold Purchaser and its Related Parties harmless Purchaser from and shall reimburse Purchaser and its Related Parties for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's fees) Losses suffered or diminution of value (collectively, "Damages") arising incurred by Purchaser or its Related Parties that result from or in connection witharise out of:

Appears in 1 contract

Samples: Mortgage Servicing Rights Purchase and Sale Agreement (Walter Investment Management Corp)

Indemnification by Seller. The Seller shall indemnify and hold harmless the Purchaser and shall reimburse Purchaser for its officers, directors, employees and agents harmless from and against any loss, liability, claim, damage, damage or expense (including, without limitation, costs of investigation and defense and including reasonable attorney's attorneys’ fees) caused by or diminution arising out of value (collectively, "Damages") arising from or in connection withany claim made against the Purchaser:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Wako Logistics Group Inc)

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Indemnification by Seller. Seller shall indemnify indemnify, defend and hold Purchaser harmless Purchaser from and shall reimburse Purchaser for against any damage, deficiency, loss, liability, claimpenalty, damagecharge, expense (includingaction, without limitationproceeding, costs of investigation and defense and judgment or order, cost or expense, including reasonable attorney's attorneys’ fees) , incurred or diminution of value (collectivelysustained by, "Damages") or imposed upon, Purchaser based upon, arising from out of, or in connection withresulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (IMAC Holdings, Inc.)

Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser Buyer and shall reimburse Purchaser for Buyer for, any loss, liability, claim, damage, damage or expense (including, without limitation, costs of investigation and defense and including reasonable attorney's attorneys fees) or diminution of value (collectively, collectively "Damages") arising from or in connection with:with (a) any inaccuracy in any of the Surviving Representations and Warranties of Seller in this Agreement or (b) any failure by Seller to perform or comply with any agreement in this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Multinet International Corp Inc)

Indemnification by Seller. (a) Seller shall be liable for, and shall indemnify each Purchaser Indemnitee against and hold it harmless Purchaser and shall reimburse Purchaser for from, any direct loss, liability, claim, damagedamage or expense, expense (including, without limitation, costs of investigation including reasonable and defense documented legal fees and reasonable attorney's fees) or diminution of value expenses incurred in connection therewith (collectively, "Damages") Losses), suffered or incurred by such Purchaser Indemnitee to the extent arising from or in connection withfrom:

Appears in 1 contract

Samples: Sale and Purchase Agreement (Ikaria, Inc.)

Indemnification by Seller. Seller shall agrees to defend, indemnify and hold harmless Purchaser and shall reimburse Purchaser for any for, from and against each claim, loss, liability, claim, damage, cost and expense (including, including without limitation, interest, penalties, costs of investigation preparation and defense investigation, and the reasonable attorney's fees, disbursements and expenses of attorneys, accountants and other professional advisors) or diminution of value (collectively, "DamagesLosses") arising ), directly or indirectly relating to, resulting from or in connection witharising out of:

Appears in 1 contract

Samples: Purchase Agreement (Intelligent Highway Solutions, Inc.)

Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser Buyer and shall reimburse Purchaser for the Company from and against any losslosses, liabilityClaims, claimdamages, damagejudgments, expense (including, without limitation, costs of investigation and defense and reasonable attorney's fees) settlements or diminution of value liabilities (collectively, "Damages"“Losses”) arising from that Buyer or in connection withthe Company may incur, to the extent that such Losses arise out of or result from:

Appears in 1 contract

Samples: Purchase Agreement

Indemnification by Seller. (a) Seller shall agrees to indemnify and save and hold harmless Purchaser against and shall reimburse Purchaser for from any loss, liability, claim, damage, or expense (including, without limitation, costs sustained by Purchaser arising out of investigation or resulting from any breach of any of the representations and defense warranties made hereunder and reasonable attorney's fees) or diminution of value (collectively, "Damages") arising from or in connection with:not waived by Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Queen Sand Resources Inc)

Indemnification by Seller. The Buyer shall be indemnified and held harmless by Seller shall indemnify in respect of any and hold harmless Purchaser all expenses, damages or loss (including attorneys' fees and shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's feesdefense) or diminution of value (collectively, "Damages") arising from or in connection withincurred by the Buyer as a result of:

Appears in 1 contract

Samples: Stock Purchase Agreement (Great American Golf Works Inc)

Indemnification by Seller. Seller shall indemnify will defend, indemnify, and hold harmless Purchaser Buyer and shall reimburse Purchaser for the Company (“Buyer Indemnified Persons”) for, and will pay to the Buyer Indemnified Persons the amount of any loss, liability, claim, damage, expense claim or damage (including, without limitation, costs of investigation including reasonable attorney fees and defense and reasonable attorney's feesexpenses) or diminution of value (collectively, "Damages") arising “Losses”), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (IMAC Holdings, Inc.)

Indemnification by Seller. Seller shall indemnify and hold Purchaser harmless Purchaser from and shall reimburse Purchaser for any losslosses, liabilitydamages, claimdeficiencies, damageclaims, expense causes of action or expenses of any nature (including, without limitation, costs of investigation and defense and including reasonable attorney's attorneys' fees) incurred by Purchaser before or diminution of value (collectively, "Damages") arising from or in connection withafter the Closing Date that:

Appears in 1 contract

Samples: Bulk Servicing Purchase Agreement (Mego Mortgage Corp)

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