Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. (a) Each Seller shall indemnify and defend Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Li3 Energy, Inc.), Stock Purchase Agreement (Li3 Energy, Inc.)

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Indemnification by Sellers. (a) Each Seller shall indemnify Sellers, jointly and severally, agree to indemnify, defend Buyer and hold harmless each of the Purchaser and its Affiliates (includingAffiliates, following the Closing, the Acquired Company and its Subsidiary) and each of their respective stockholders, members, managers, officers, directors, employees, employees and agents, successors and assigns (the “Buyer Indemnitees”) againsttheir heirs and successors, and shall hold them harmless from, against any and all Losses resulting from, relating to or arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:

Appears in 2 contracts

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

Indemnification by Sellers. (a) Each Seller shall indemnify Sellers, jointly and defend Buyer severally, agree to indemnify, defend, hold harmless and its Affiliates (including, following the Closingwaive any claim for contribution against Purchaser, the Acquired Company and its Subsidiary) and all of their respective stockholders, members, managers, officers, directors, employeesshareholders, agentsAffiliates, successors employees and assigns agents (the “Buyer Indemnitees”"Purchaser Indemnified Persons") against, after the Closing from and shall hold them harmless from, against any and all Losses Adverse Consequence arising out of or resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Plato Learning Inc), Stock Purchase Agreement (Ski Lifts Inc)

Indemnification by Sellers. (a) Each Seller Sellers, jointly and severally, shall indemnify and defend Buyer and its Affiliates (includinghold harmless Purchaser, following the Closingeach Company, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directors, employees, agents, successors attorneys and assigns shareholders (collectively, the “Buyer IndemniteesPurchaser Group”) against, and shall hold them harmless from, in respect of any and all Losses resulting from, arising out of, or Claims incurred by any Buyer Indemnitee the Purchaser Group, in connection with, or otherwise with respect toeach and all of the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Hallmark Financial Services Inc)

Indemnification by Sellers. (a) Each Seller shall Sellers, jointly and severally, agree to indemnify and defend to hold Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersshareholders, officers, directors, employees, agentsrepresentatives and agents harmless from and against and in respect of any losses, successors damages, costs, expenses (including costs of investigations and assigns reasonable attorneys' fees), suits, demands and judgments (the “Buyer Indemnitees”collectively, "Losses") against, and shall hold them harmless from, any and all Losses resulting from, arising out of, suffered or incurred by any Buyer Indemnitee in connection with, them arising from or otherwise with respect related to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Health Chem Corp)

Indemnification by Sellers. (a) Each Seller shall Sellers, on a joint and several basis, hereby agree to indemnify and hold harmless and defend Buyer Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholdersAffiliates, members, managersdirectors, officers, directorsrepresentatives and agents (collectively, employees, agents, successors and assigns (the “Buyer IndemniteesPurchaser Indemnified Parties”) against, from and shall hold them harmless from, against any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:and

Appears in 1 contract

Samples: Asset Purchase Agreement

Indemnification by Sellers. (a) Each Seller Sellers, jointly and severally, shall indemnify and defend Buyer and its Affiliates (including, following the Closinghold harmless Purchaser, the Acquired Company and its Subsidiary) Company, and their respective stockholders, members, managersdirectors, officers, directors, employees, agents, successors attorneys and assigns shareholders (collectively, the “Buyer Indemnitees”"Purchaser Group") against, and shall hold them harmless from, in respect of any and all Losses resulting from, arising out of, or Claims incurred by any Buyer Indemnitee the Purchaser Group, in connection with, or otherwise with respect toeach and all of the following:

Appears in 1 contract

Samples: Paac Purchase Agreement (Hallmark Financial Services Inc)

Indemnification by Sellers. (a) Each Seller shall of the Sellers, jointly and severally, will indemnify and defend Buyer hold harmless Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directorsshareholders, employees, agents, successors subsidiaries and assigns affiliates (collectively, the “Buyer IndemniteesPurchaser Indemnified Persons) against), and shall hold them harmless fromwill reimburse the Purchaser Indemnified Persons for, any loss, liability, claim, damage or expense (including reasonable costs of investigation and all Losses defense and reasonable attorneys’ fees and expenses) arising or resulting from, arising out of, from or incurred by any Buyer Indemnitee in connection with, or otherwise with respect toany of the following:

Appears in 1 contract

Samples: Stock Purchase Agreement (Innerworkings Inc)

Indemnification by Sellers. (a) Each Seller Sellers shall jointly and severally indemnify and defend Buyer hold harmless Purchaser and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholdersAffiliates, members, officers, managers, officers, directors, employees, agents, successors "control persons" and assigns other representatives (the “Buyer Indemnitees”) againstcollectively, and shall hold them harmless from"Seller Indemnified Persons"), in respect of any and all Losses resulting fromincurred by, arising out of, imposed upon or incurred by asserted against any Buyer Indemnitee Seller Indemnified Person in connection with, or otherwise with respect to:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Harvey Entertainment Co)

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Indemnification by Sellers. (a) Each Seller Sellers, jointly and severally, shall indemnify and defend Buyer hold harmless Purchaser, and its Affiliates (including, following the Closing, the Acquired Company respective members and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns attorneys (the “Buyer Indemnitees”Purchaser Group) against, and shall hold them harmless from, in respect of any and all Losses resulting from, arising out of, or claims incurred by any Buyer Indemnitee the Purchaser Group, in connection with, or otherwise with respect toeach and all of the following:

Appears in 1 contract

Samples: Asset and Renewal Rights Acquisition Agreement (Hallmark Financial Services Inc)

Indemnification by Sellers. (a) Each Seller shall indemnify Sellers will, jointly and severally, indemnify, defend Buyer and its Affiliates (including, following hold harmless the Closing, the Acquired Company Companies and its Subsidiary) their shareholders and members and their respective stockholdersSubsidiaries and Affiliates, membersand the shareholders, managersdirectors, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) of any of such Persons, from and against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Liberty Livewire Corp)

Indemnification by Sellers. (a) Each Seller Sellers, jointly and severally, shall indemnify and defend Buyer and its Affiliates (includinghold harmless Purchaser, following the Closingeach Company, the Acquired Company and its Subsidiary) and their respective stockholders, members, managersdirectors, officers, directors, employees, agents, successors attorneys and assigns shareholders (collectively, the “Buyer Indemnitees”"Purchaser Group") against, and shall hold them harmless from, in respect of any and all Losses resulting from, arising out of, or Claims incurred by any Buyer Indemnitee the Purchaser Group, in connection with, or otherwise with respect toeach and all of the following:

Appears in 1 contract

Samples: Purchase Agreement (Hallmark Financial Services Inc)

Indemnification by Sellers. (a) Each Seller shall indemnify Sellers jointly and defend Buyer severally agree to indemnify, defend, and its Affiliates (includinghold the Purchasers, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (employees and the “Buyer Indemnitees”) against, and shall hold them Partnership harmless from, against and in respect of, and shall, on demand, reimburse Purchasers (or if Purchasers so direct, the Partnership) for any and all Losses resulting fromloss, arising out ofoffset, liability or damages suffered or incurred by any Buyer Indemnitee in connection with, or otherwise with respect tothe Partnership which arises out of:

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Ridgewood Electric Power Trust Ii)

Indemnification by Sellers. (a) Each Seller shall indemnify Sellers, jointly and defend Buyer severally, agree to indemnify, defend, hold harmless and its Affiliates (including, following the Closingwaive any claim for contribution against Purchaser, the Acquired Company and its Subsidiary) and all of their respective stockholders, members, managers, officers, directors, employeesshareholders, agentsAffiliates, successors employees and assigns agents (the “Buyer Indemnitees”"Purchaser Indemnified Persons") against, after the date hereof from and shall hold them harmless from, against any and all Losses Adverse Consequence arising out of or resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Ski Lifts Inc)

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