Indemnification by Sellers. Sellers, jointly and severally, agree to indemnify, defend, hold harmless and waive any claim for contribution against Purchaser, the Company and all of their officers, directors, shareholders, Affiliates, employees and agents (the "Purchaser Indemnified Persons") after the Closing from and against any Adverse Consequence arising out of or resulting from:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ski Lifts Inc), Stock Purchase Agreement (Plato Learning Inc)
Indemnification by Sellers. Sellers, jointly and severally, agree to indemnifyindemnify and to hold Buyer and its shareholders, defend, hold harmless and waive any claim for contribution against Purchaser, the Company and all of their officers, directors, shareholdersemployees, Affiliates, employees representatives and agents (the "Purchaser Indemnified Persons") after the Closing harmless from and against and in respect of any Adverse Consequence losses, damages, costs, expenses (including costs of investigations and reasonable attorneys' fees), suits, demands and judgments (collectively, "Losses") suffered or incurred by them arising out of from or resulting fromrelated to:
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Indemnification by Sellers. Sellers, Sellers shall jointly and severally, agree to indemnify, defend, severally indemnify and hold harmless Purchaser and waive any claim for contribution against Purchaserits Affiliates, the Company and all of their members, officers, managers, directors, shareholdersemployees, Affiliatesagents, employees "control persons" and agents other representatives (the collectively, "Purchaser Seller Indemnified Persons") after the Closing from ), in respect of any and all Losses incurred by, imposed upon or asserted against any Adverse Consequence arising out of or resulting fromSeller Indemnified Person in connection with:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Harvey Entertainment Co)
Indemnification by Sellers. Sellers, Sellers jointly and severally, severally agree to indemnify, defend, and hold harmless and waive any claim for contribution against Purchaserthe Purchasers, the Company and all of their respective officers, directors, shareholders, Affiliates, and employees and agents the Partnership harmless from, against and in respect of, and shall, on demand, reimburse Purchasers (or if Purchasers so direct, the "Purchaser Indemnified Persons"Partnership) after for any and all loss, offset, liability or damages suffered or incurred by the Closing from and against any Adverse Consequence arising Partnership which arises out of or resulting fromof:
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Ridgewood Electric Power Trust Ii)
Indemnification by Sellers. Sellers, jointly and severally, agree to indemnify, defend, shall indemnify and hold harmless and waive any claim for contribution against Purchaser, each Company, and their respective directors, officers, employees, agents, attorneys and shareholders (collectively, the Company “Purchaser Group”) in respect of any and all Claims incurred by the Purchaser Group, in connection with each and all of their officers, directors, shareholders, Affiliates, employees and agents (the "Purchaser Indemnified Persons") after the Closing from and against any Adverse Consequence arising out of or resulting fromfollowing:
Appears in 1 contract
Samples: Stock Purchase Agreement (Hallmark Financial Services Inc)
Indemnification by Sellers. Sellers, The Sellers hereby jointly and severally, severally agree to indemnify, defend, indemnify and hold harmless the Buyer and waive any claim for contribution against Purchaser, the Company and all of their officers, directors, shareholders, Affiliates, employees and agents (the "Purchaser Indemnified Persons") after the Closing from and against any Adverse Consequence arising out of or resulting fromagainst:
Appears in 1 contract
Samples: Stock Purchase Agreement (Pinnacle Business Management Inc)
Indemnification by Sellers. Sellers, jointly on a joint and severallyseveral basis, hereby agree to indemnify, defend, indemnify and hold harmless and waive any claim for contribution against Purchaserdefend Purchaser and its Affiliates, the Company and all of their officersmembers, directors, shareholdersofficers, Affiliates, employees representatives and agents (collectively, the "“Purchaser Indemnified Persons"Parties”) after the Closing from and against any Adverse Consequence arising out of or resulting from:and
Appears in 1 contract
Samples: Asset Purchase Agreement
Indemnification by Sellers. Sellers, jointly and severally, agree to indemnify, defend, shall indemnify and hold harmless and waive any claim for contribution against Purchaser, the Company Company, and their respective directors, officers, employees, agents, attorneys and shareholders (collectively, the "Purchaser Group") in respect of any and all Claims incurred by the Purchaser Group, in connection with each and all of their officers, directors, shareholders, Affiliates, employees and agents (the "Purchaser Indemnified Persons") after the Closing from and against any Adverse Consequence arising out of or resulting fromfollowing:
Appears in 1 contract
Samples: Paac Purchase Agreement (Hallmark Financial Services Inc)
Indemnification by Sellers. SellersSellers will, jointly and severally, agree to indemnify, defend, defend and hold harmless the Companies and waive any claim for contribution against Purchasertheir shareholders and members and their respective Subsidiaries and Affiliates, and the Company and all of their officersshareholders, directors, shareholdersofficers, Affiliatesemployees, employees agents, successors and agents (the "Purchaser Indemnified assigns of any of such Persons") after the Closing , from and against any Adverse Consequence arising out of or resulting fromagainst:
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Indemnification by Sellers. Each of the Sellers, jointly and severally, agree to indemnify, defend, will indemnify and hold harmless Purchaser and waive any claim for contribution against Purchaserits directors, the Company and all of their officers, directors, shareholders, Affiliatesemployees, employees agents, subsidiaries and agents affiliates (collectively, the "“Purchaser Indemnified Persons"”), and will reimburse the Purchaser Indemnified Persons for, any loss, liability, claim, damage or expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees and expenses) after the Closing from and against any Adverse Consequence arising out of or resulting fromfrom or in connection with any of the following:
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Indemnification by Sellers. Sellers, jointly and severally, agree to indemnify, defend, hold harmless and waive any claim for contribution against Purchaser, the Company and all of their officers, directors, shareholders, Affiliates, employees and agents (the "Purchaser Indemnified Persons") after the Closing date hereof from and against any Adverse Consequence arising out of or resulting from:
Appears in 1 contract
Indemnification by Sellers. Sellers, jointly and severally, agree to indemnify, defend, shall indemnify and hold harmless and waive any claim for contribution against Purchaser, and its respective members and managers, employees, agents, and attorneys (Purchaser Group) in respect of any and all claims incurred by the Company Purchaser Group, in connection with each and all of their officers, directors, shareholders, Affiliates, employees and agents (the "Purchaser Indemnified Persons") after the Closing from and against any Adverse Consequence arising out of or resulting fromfollowing:
Appears in 1 contract
Samples: Asset and Renewal Rights Acquisition Agreement (Hallmark Financial Services Inc)
Indemnification by Sellers. Sellers, jointly and severally, agree to indemnify, defend, shall indemnify and hold harmless and waive any claim for contribution against Purchaser, each Company, and their respective directors, officers, employees, agents, attorneys and shareholders (collectively, the Company "Purchaser Group") in respect of any and all Claims incurred by the Purchaser Group, in connection with each and all of their officers, directors, shareholders, Affiliates, employees and agents (the "Purchaser Indemnified Persons") after the Closing from and against any Adverse Consequence arising out of or resulting fromfollowing:
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)