Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article V, from and after the Closing, the Buyer shall indemnify the Seller and its respective Affiliates and their respective officers, directors, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (the “Seller Indemnified Parties”) in respect of, and hold the Seller Indemnified Parties harmless against, any and all Damages paid, incurred, suffered, or sustained by any of the Seller Indemnified Parties arising out of or in connection with:

Appears in 1 contract

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

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Indemnification by the Buyer. Subject to the terms and conditions set forth in provisions of this Article VARTICLE IX, from and after the Closing, the Buyer shall hereby agrees to indemnify the Seller and its respective Affiliates and their respective officers, directors, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (the “Seller Indemnified Parties”) in respect of, and hold harmless the Seller Indemnified Parties harmless against, Persons from and against any and all Damages paid, incurred, suffered, or sustained by any of the Seller Indemnified Parties arising out of or in connection withresulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattress Firm Holding Corp.)

Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article VXI, from and after following the Closing, Closing the Buyer shall indemnify indemnify, defend and hold harmless the Seller and Company, its respective Affiliates Subsidiaries and their respective officers, directorsdirectors and employees (collectively, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (the “Seller Indemnified PartiesPersons”) in respect offrom and against, and hold shall reimburse the Seller Indemnified Parties harmless againstPersons for, any and all Damages paidactually sustained, incurredincurred or suffered by any Seller Indemnified Persons to the extent resulting from, sufferedarising out of, or sustained by any of the Seller Indemnified Parties arising out of or in connection withrelating to:

Appears in 1 contract

Samples: Sale Agreement (Harris Corp /De/)

Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article VXI, from and after following the Closing, Closing the Buyer shall indemnify indemnify, defend and hold harmless the Seller Sellers and its respective their Affiliates and their respective officers, directors, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (collectively, the “Seller Indemnified PartiesPersons”) in respect offrom and against, and hold shall reimburse the Seller Indemnified Parties harmless againstPersons for, any and all Damages paidactually sustained, incurred, suffered, incurred or sustained suffered by any of the Seller Indemnified Parties Persons to the extent resulting from, arising out of of, or in connection withrelating to:

Appears in 1 contract

Samples: Sale Agreement (Nuance Communications, Inc.)

Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article VARTICLE XI, from and after following the Closing, Initial Closing the Buyer shall indemnify indemnify, defend and hold harmless the Seller and its respective Sellers, their Affiliates and their respective officers, directors, agents, attorneys, equityholders, partners, representatives, employeesRepresentatives, successors and permitted assigns (collectively, the “Seller Indemnified PartiesPersons”) in respect offrom and against, and hold shall reimburse the Seller Indemnified Parties harmless againstPersons for, any and all Damages paidsustained, incurred, suffered, incurred or sustained suffered by any of the Seller Indemnified Parties Persons resulting from, based upon or arising out of or in connection withof:

Appears in 1 contract

Samples: Asset Sale Agreement (Harris Corp /De/)

Indemnification by the Buyer. Subject to the terms and conditions set forth in of this Article VVII, from and after the Closing, the Buyer shall indemnify each of the Owner and the Seller and its respective Affiliates and their respective officers, directors, agents, attorneys, equityholders, partners, representativesmanagers, employees, successors agents, representatives and assigns its Affiliates and their officers, directors, managers, employees, agents and representatives (the "Seller Indemnified Parties”Indemnitees") in respect of, and hold the Seller Indemnified Parties Indemnitees harmless against, any and all Damages paid, incurred, suffered, incurred or sustained suffered by any of the Seller Indemnified Parties arising out of Indemnitees to the extent resulting from or in connection withattributable to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Invitrogen Corp)

Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article V, from (a) From and after the Closing, and subject to this Article ‎VIII, after the Closing the Buyer shall defend, indemnify and hold harmless the Seller and each of its respective Affiliates and their respective and its officers, directors, agents, attorneys, equityholders, partners, representatives, managers and employees, and each of the successors and assigns of any of the foregoing (collectively, the “Seller Indemnified PartiesIndemnitees”) in respect offrom and against, and hold pay or reimburse the Seller Indemnified Parties harmless againstIndemnitees for, any and all Damages paid, incurred, suffered, or sustained by any of Losses to the Seller Indemnified Parties arising out of or in connection withextent resulting from:

Appears in 1 contract

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

Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article VX, from and after following the Closing, Closing the Buyer shall indemnify indemnify, defend and hold harmless the Seller Company and its respective Affiliates and their respective officers, directorsdirectors and employees (collectively, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (the “Seller Indemnified PartiesPersons”) in respect offrom and against, and hold shall reimburse the Seller Indemnified Parties harmless againstPersons for, any and all Damages paidsustained, incurredincurred or suffered by any Seller Indemnified Person to the extent resulting from, sufferedarising out of, or sustained by any of the Seller Indemnified Parties arising out of or in connection withrelating to:

Appears in 1 contract

Samples: Sale Agreement (Leidos Holdings, Inc.)

Indemnification by the Buyer. (a) Subject to the terms and conditions set forth in this Article VIX, from and after following the Closing, Closing the Buyer shall indemnify indemnify, defend and hold harmless the Seller and its respective Sellers, their Affiliates and their respective officers, directorsdirectors and employees (collectively, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (the “Seller Indemnified PartiesPersons”) in respect offrom and against, and hold shall reimburse the Seller Indemnified Parties harmless againstPersons for, any and all Damages paidactually sustained, incurred, suffered, incurred or sustained suffered by any of the Seller Indemnified Parties arising out of or in connection withPersons resulting directly from:

Appears in 1 contract

Samples: Asset Sale Agreement (Nant Health, LLC)

Indemnification by the Buyer. Subject to the terms and conditions set forth applicable limitations in this Article VARTICLE VIII, from and after the Closing, the Buyer shall indemnify and hold harmless Seller (a “Seller Indemnitee” and collectively with the Seller and its respective Affiliates and their respective officersBuyer Indemnitees, directors, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (the “Seller Indemnified PartiesIndemnitees” and each an “Indemnitee”) in respect of, and hold the Seller Indemnified Parties harmless against, against any and all Damages paidLosses that Seller suffers, incurred, suffered, sustains or sustained by any of incurs to the Seller Indemnified Parties extent arising out of or in connection withas a result of:

Appears in 1 contract

Samples: Stock Purchase Agreement (ATAI Life Sciences B.V.)

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Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article V, from (a) From and after the Closing, subject to the express provisions of this Article IX and except as otherwise provided in Article X, the Buyer shall indemnify indemnify, defend and hold harmless the Seller Sellers and its their respective Affiliates and their the respective officers, directors, agentsemployees and agents of the Sellers and their respective Affiliates (collectively, attorneys, equityholders, partners, representatives, employees, successors and assigns (the “Seller Indemnified Parties”) in respect of, from and hold the against all Losses incurred or suffered by a Seller Indemnified Parties harmless againstParty, any and all Damages paid, incurred, suffered, relating to or sustained by any of the Seller Indemnified Parties arising out of or in connection withof:

Appears in 1 contract

Samples: Transaction Agreement (Solera Holdings LLC)

Indemnification by the Buyer. Subject to the terms and conditions set forth in of this Article V, from and after the ClosingVII, the Buyer shall indemnify the Seller and its respective Affiliates and their respective officers, directors, employees, agents, attorneys, equityholders, partners, representatives, employees, successors representatives and assigns its Affiliates (the “Seller Indemnified PartiesIndemnitees”) in respect of, and hold the Seller Indemnified Parties Indemnitees harmless from and against, any and all Damages paid, incurred, suffered, incurred or sustained suffered by any of the Seller Indemnified Parties arising out of Indemnitees resulting from or in connection withconstituting:

Appears in 1 contract

Samples: Asset Purchase Agreement (Indevus Pharmaceuticals Inc)

Indemnification by the Buyer. Subject to the terms and conditions set forth in of this Article VVII, from and after the Closing, the Buyer shall indemnify the each of Seller and its respective Affiliates and their respective officers, directors, agents, attorneys, equityholders, partners, representativesmanagers, employees, successors agents, representatives and assigns its Affiliates and their officers, directors, managers, employees, agents and representatives (the “Seller Indemnified PartiesIndemnities”) in respect of, and hold the Seller Indemnified Parties Indemnitees harmless against, any and all Damages paid, incurred, suffered, incurred or sustained suffered by any of Seller Indemnitees to the Seller Indemnified Parties arising out of extent resulting from or in connection withattributable to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Invitrogen Corp)

Indemnification by the Buyer. Subject to the terms terms, conditions and conditions limitations set forth in this Article VIX, from and after the Closing, the Buyer shall indemnify indemnify, defend and hold harmless the Seller Sellers, their respective members, stockholders, partners, officers, employees and its respective Affiliates agents and their respective officersRepresentatives, directors, agents, attorneys, equityholdersAffiliates, partners, representatives, employees, successors and permitted assigns (the each, a “Seller Indemnified PartiesParty”) in respect of, from and hold the Seller Indemnified Parties harmless against, against any and all Damages paid, incurred, suffered, Losses sustained or sustained incurred by any of the Seller Indemnified Parties based upon, arising out of or in connection withresulting from:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (AquaVenture Holdings LTD)

Indemnification by the Buyer. Subject to the terms and conditions set forth in this Article VXI, from and after following the Closing, Closing the Buyer shall indemnify indemnify, defend and hold harmless the Seller Company and its respective Affiliates and their respective officers, directorsdirectors and employees (collectively, agents, attorneys, equityholders, partners, representatives, employees, successors and assigns (the Seller Indemnified PartiesPersons”) in respect offrom and against, and hold shall reimburse the Seller Indemnified Parties harmless againstPersons for, any and all Damages paidactually sustained, incurredincurred or suffered by any Seller Indemnified Person to the extent resulting from, sufferedarising out of, or sustained by any of the Seller Indemnified Parties arising out of or in connection withrelating to:

Appears in 1 contract

Samples: Sale Agreement (Emcore Corp)

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