Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, from and after the Closing, Sellers, jointly and severally, shall indemnify each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold the Buyer Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of or with respect to:
Appears in 4 contracts
Samples: Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE VIII, from and after the Closing, Sellers, jointly on a joint and severally, shall several basis (except with respect to ARTICLE III which will be on a several basis) indemnify each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold the Buyer Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of or of, with respect toto or by reason of:
Appears in 1 contract
Samples: Equity Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIVII, from and after the Closing, Sellers, Sellers shall jointly and severallyseverally indemnify, shall indemnify defend and hold harmless each of Buyer and its Affiliates (including, following the Closing, the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) from and against, and shall hold the Buyer Indemnitees harmless from pay and againstreimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of or of, with respect to, or by reason of:
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Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIVII, from and after the Closing, Sellers, Sellers shall jointly and severally, shall severally indemnify each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) Purchasers against, and shall hold the Buyer Indemnitees Purchasers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Purchasers based upon, arising out of or of, with respect to:to or by reason of: (a) any breach of any of the representations or warranties of Sellers contained in this Agreement other than those contained in Section 3.13 (Taxes);
Appears in 1 contract
Samples: Purchase Agreement (Broadridge Financial Solutions, Inc.)
Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIVII, from and after the Closing, Sellerseach Seller shall severally and not jointly indemnify, jointly defend and severally, shall indemnify each of Buyer hold harmless Purchaser and its Affiliates (including the Acquired Companies) and their respective Representatives (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold the Buyer Indemnitees harmless from and against, against any and all Losses incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of of, resulting from or with respect toby reason of:
Appears in 1 contract
Samples: Stock Purchase Agreement
Indemnification by Sellers. (a) Subject to the other terms and conditions provisions of this Article VIII, from and after the Closing, Sellers, Sellers hereby agree to jointly and severallyseverally indemnify and hold Purchaser, shall indemnify each of Buyer its Subsidiaries, their respective successors and permitted assigns and its Affiliates and their respective Representatives (collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) against, and shall hold the Buyer Indemnitees harmless from and against, against any and all Losses incurred or sustained bylosses, or imposed uponLiabilities, the Buyer Indemnitees based uponobligations and damages (individually, arising out of or with respect toa “Loss” and, collectively, “Losses”) for:
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Tetra Technologies Inc)
Indemnification by Sellers. Subject to the other terms and conditions of provisions set forth in this Article ARTICLE VIII, from and after the Closing, Sellers, each Seller shall jointly and severally, shall severally indemnify each of and hold harmless Buyer and its Affiliates and their respective Representatives (collectively, including the Acquired Entities) (the “Buyer Indemnitees”) against, and shall hold the against any Losses which any Buyer Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of or with respect toIndemnitee incurs as a result of:
Appears in 1 contract
Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE VIII, effective from and after the ClosingClosing Date, Sellers, jointly and severally, shall indemnify and defend each of Buyer Purchaser and its Affiliates (including the Company) and their respective Representatives managers, officers, directors, employees, successors and assigns (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold the Buyer Indemnitees each of them harmless from and against, against any and all Losses incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, to the extent arising out of or with respect toof:
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)
Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIIX, from and after the First Closing, Sellersthe Sellers shall, jointly and severally, shall defend, indemnify and hold harmless the Buyer, the Purchased Company, their respective Affiliates, and each of Buyer the Representatives, shareholders and its Affiliates and their respective Representatives Subsidiaries of the foregoing (collectively, the “Buyer IndemniteesIndemnified Parties”) against), and shall hold reimburse the Buyer Indemnitees harmless Indemnified Parties for any Losses arising from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of or with respect toin connection with:
Appears in 1 contract
Samples: Purchase Agreement (SciPlay Corp)
Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, from and after the Applicable Closing, SellersSellers shall, jointly and severally, shall indemnify each of Buyer and its Affiliates and each of their respective Representatives (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold the any Buyer Indemnitees Indemnified Party harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees such Persons based upon, arising out of or of, with respect toto or by reason of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Sutherland Asset Management Corp)