Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent resulting from:

Appears in 4 contracts

Samples: Stock Purchase Agreement (Pitney Bowes Inc /De/), Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (A. H. Belo Corp)

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Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Sellers and its Affiliates, officers, directors, employees, agentstheir Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against against, and shall compensate and reimburse each of the Seller Indemnified Parties for, any and all Losses to the extent resulting fromincurred, sustained or suffered by such Seller Indemnified Party as a result of, arising out of or relating to:

Appears in 4 contracts

Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)

Indemnification by the Buyer. The From and after the Closing, the Buyer shall save, defend, indemnify and hold harmless the Seller and Seller, its Affiliates, and its and their respective officers, directors, employees, agents, successors employees and assigns agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent arising out of or resulting from:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Atara Biotherapeutics, Inc.), Membership Interest Purchase Agreement (ASGN Inc), Asset Purchase Agreement (Marvell Technology Group LTD)

Indemnification by the Buyer. The Buyer shall savereimburse, defend, indemnify and hold harmless the each Seller (each such person and its Affiliateshis or her heirs, officersadministrators, directors, employees, agents, successors personal representatives and assigns (collectively, the “is referred to herein as a "Seller Indemnified Parties”Party") from from, against and against any and all Losses to the extent resulting fromin respect of:

Appears in 2 contracts

Samples: Stock Purchase Agreement (K Tron International Inc), Stock Purchase Agreement (K Tron International Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agentsAffiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from:

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Marriott International Inc /Md/)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Sellers and its Affiliates, officers, directors, employees, agentstheir respective Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent arising out of or resulting from, or related to:

Appears in 2 contracts

Samples: Asset and Share Purchase Agreement, Asset and Share Purchase Agreement (Enpro Industries, Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, Affiliates and the respective directors, employeesstockholders, agentsRepresentatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent arising out of or resulting from:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ems Technologies Inc), Asset Purchase Agreement (Andrew Corp)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Seller, each of its subsidiaries, Affiliates and its Affiliatesequity holders, and each of their respective directors, officers, directors, employees, agents, successors consultants, advisors, representatives and assigns equity holders (collectively, the “Seller Indemnified PartiesParty”) from and against in respect of any and all Losses to incurred by the extent Seller Indemnified Party directly or indirectly arising out of, occurring in connection with, or resulting fromfrom any of the following:

Appears in 2 contracts

Samples: Settlement Agreement and Release, Settlement Agreement and Release (Oncor Electric Delivery Co LLC)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agentsAffiliates and its and their respective Representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent based upon, resulting from, with respect to or by reason of:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Grifols SA), Asset Purchase Agreement (Hologic Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agentsAffiliates and the respective Representatives, successors and assigns of each of the foregoing (each, a “Seller Indemnified Party”, and collectively, the “Seller Indemnified Parties”) from and against any and all Losses to asserted against, incurred, sustained or suffered by any of the extent resulting fromforegoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Technologies LTD)

Indemnification by the Buyer. The Buyer shall saveindemnify, defend, indemnify defend and hold harmless the Seller Parties and its their Affiliates, directors, officers, directors, employees, agents, successors and assigns agents or representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) from any direct damages that arise out of or relate to third party claims and against Liabilities incurred by any and all Losses Seller Indemnitee, to the extent resulting such Liabilities arise out of or result from, any one or more of the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Acceris Communications Inc)

Indemnification by the Buyer. The Buyer shall saveindemnify, defendprotect, indemnify and hold harmless the Seller Seller, the Parent, their Affiliates, and its Affiliatestheir respective owners, directors, officers, directorsmanagers, members, employees, agentsrepresentatives, successors attorneys, and assigns agents (collectively, the each a “Seller Indemnified PartiesParty”) from and against any and all Losses to the extent resulting fromsustained by any of such Persons based upon, arising out of, or otherwise in respect of:

Appears in 1 contract

Samples: Asset Purchase Agreement (U.S. Lighting Group, Inc.)

Indemnification by the Buyer. The Buyer shall save, defend, ---------------------------- indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the "Seller Indemnified Parties") from and against any and all Losses suffered or -------------------------- incurred by any Seller Indemnified Parties to the extent resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Solutia Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (collectively, the "Seller Indemnified Parties") from and against any and all Losses to the extent arising out of, in connection with or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (I Flow Corp /De/)

Indemnification by the Buyer. The Buyer shall savehereby agrees to indemnify, defend, indemnify and hold harmless the Seller and its Affiliatesthe Seller’s Representatives, officersowners, directorscontrolling Persons, employees, agents, successors and assigns Affiliates (collectively, the “Seller Indemnified Parties”) from and against any against, and all Losses to pay to the extent Seller Indemnified Parties the amount of, all Damages arising, directly or indirectly, from, asserted against, or incurred by reason of; resulting in any manner from, or relating in any manner to:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Digital Valleys Corp)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent arising out of, in connection with or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (HAPC, Inc.)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Sellers and its Affiliates, officers, directors, employees, agentstheir Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (America Movil Sa De Cv/)

Indemnification by the Buyer. The Buyer shall saveindemnify, defend, indemnify defend and hold harmless the Seller and Seller, its Affiliatesdirectors, shareholders, officers, directors, employees, agentsaffiliates, successors successors, assigns and assigns agents (collectively, the “Seller Indemnified Parties”) from harmless from, against and against in respect of, any and all Losses incurred by any of the Seller Indemnified Parties to the extent resulting fromrelated to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Numerex Corp /Pa/)

Indemnification by the Buyer. The Buyer shall savehereby agrees to indemnify, defend, indemnify and hold harmless the Seller and its Affiliatesthe Seller’s Representatives, officersowners, directorscontrolling Persons, employees, agents, successors and assigns Affiliates (collectively, the “Seller Indemnified Parties”) from and against any against, and all Losses to pay to the extent Seller Indemnified Parties the amount of, all Damages arising, directly or indirectly, from, asserted against, or incurred by reason of, resulting in any manner from, or relating in any manner to:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Circle Star Energy Corp.)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Sellers and its their Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent resulting from:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller, the Seller Parent and its Affiliates, officers, directors, employees, agentstheir respective Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against against, and shall compensate and reimburse each of the foregoing for, any and all Losses to asserted against, incurred, sustained or suffered by any of the extent resulting fromforegoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Share Purchase Agreement (VERRA MOBILITY Corp)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent directly or indirectly resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (A. H. Belo Corp)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliateshis Affiliates and their stockholders, members, officers, managers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) from and hold them harmless against any and all Losses which they may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to the extent resulting fromor by virtue of:

Appears in 1 contract

Samples: Stock Purchase Agreement (Malachite Innovations, Inc.)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Companies and its Affiliates, officers, directors, employees, agentstheir Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to asserted against, incurred, sustained or suffered by any of the extent resulting fromforegoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify indemnify, and hold harmless the Seller and its Affiliates, officers, directors, members, managers, employees, agents, successors successors, and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent resulting fromfrom or relating to:

Appears in 1 contract

Samples: Sale and Purchase Agreement (Om Group Inc)

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Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agentsAffiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to asserted against, incurred, sustained or suffered by any of the extent resulting fromforegoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Evolving Systems Inc)

Indemnification by the Buyer. The From and after the Closing, the Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, and their respective officers, directors, employees, agents, successors employees and assigns agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent arising out of or resulting from:

Appears in 1 contract

Samples: Transition Services Agreement (Verisign Inc/Ca)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by such parties to the extent resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement (Insteel Industries Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify indemnify, and hold harmless Parent and the Seller Seller, each of their successors and its Affiliates, assigns and each of their officers, directors, shareholders, affiliates, employees, agents, successors and assigns agents (collectively, the “Seller Indemnified Parties”"Parent Indemnitees") from and against any and all Losses to (including those incurred in connection with the extent defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "Parent Losses"), caused by, based upon, resulting from, or arising out of:

Appears in 1 contract

Samples: Purchase Agreement (Seneca Foods Corp /Ny/)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Sellers and its Affiliates, officers, directors, employees, agentstheir Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the "Seller Indemnified Parties") from and against any and all Losses incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Verizon Communications Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless defend the Seller and its Sellers and, as applicable, their respective Affiliates, officerspersonal representatives, directorstrustees, employees, agentsheirs, successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) from against, and against shall hold them harmless from, any and all Losses suffered or incurred by any Seller Indemnitee to the extent arising out of or resulting from:

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors advisers, representatives and assigns Affiliates (collectively, the "Seller Indemnified Parties”Indemnities") from from, against and against with respect to any and all Losses to the extent resulting fromfrom or arising out of:

Appears in 1 contract

Samples: Asset Purchase Agreement (Eplus Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller Parties and its their Affiliates, officersshareholders, directors, employeesmembers, agentsmanagers, successors employees and assigns agents (collectively, the “Seller Indemnified Parties”) from for and against any and all Losses to Losses, whether or not due and payable, incurred by the extent resulting fromSeller Indemnified Parties in connection with each and all of the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Interlink Electronics Inc)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify indemnify, and hold harmless the Seller Seller, each of its successors and its Affiliates, assigns and each of their officers, directors, shareholders, affiliates, employees, agents, successors and assigns agents (collectively, the “Seller Indemnified PartiesIndemnitees”) from and against any and all Losses to (including those incurred in connection with the extent defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, “Seller Losses”), caused by, based upon, resulting from, or arising out of:

Appears in 1 contract

Samples: Purchase Agreement (Seneca Foods Corp /Ny/)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns Representatives (collectively, the “Seller Indemnified Parties”Indemnitees“) from and against any and all Losses to asserted against, incurred, sustained or suffered by any of the extent resulting fromSeller Indemnitees as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ancestry.com Inc.)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless each of the Seller Sellers, its affiliates and its Affiliates, officerstheir respective stockholders, directors, employees, agents, successors officers and assigns employees (collectively, the each a “Seller Indemnified PartiesParty”) from and against any and all Losses sustained or incurred by the Seller Indemnified Parties (or any of them) to the extent directly or indirectly resulting from, or arising out of, any of the following:

Appears in 1 contract

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

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses suffered or incurred by any Seller Indemnified Parties to the extent resulting from:

Appears in 1 contract

Samples: Asset Purchase Agreement

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agentsAffiliates and the respective Representatives, successors and assigns (collectively, of each of the “Seller Indemnified Parties”) foregoing from and against any and all Losses to asserted against, incurred, sustained or suffered by any of the extent resulting fromforegoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Albany International Corp /De/)

Indemnification by the Buyer. The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agentsAffiliates and the respective representatives, successors and assigns (collectively, of each of the “Seller Indemnified Parties”) foregoing from and against any and all Losses to asserted against, incurred, sustained or suffered by any of the extent resulting fromforegoing as a result of, arising out of or relating to:

Appears in 1 contract

Samples: Purchase Agreement (Sequential Brands Group, Inc.)

Indemnification by the Buyer. The Buyer Buyers shall save, defend, indemnify and hold harmless the Seller Sellers and its Affiliatesaffiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent resulting from:

Appears in 1 contract

Samples: Casino Magic (Pinnacle Entertainment Inc.)

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