Indemnification by the Purchaser. The Purchaser agrees to defend, indemnify and hold harmless the Company and shall reimburse the Company for, from and against all Losses directly or indirectly relating to, resulting from or arising out of any untrue representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation of the Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant hereto.
Appears in 26 contracts
Samples: Secured Promissory Note (AMHN, Inc.), Note Purchase Agreement (AMHN, Inc.), Note Purchase Agreement (Medical Solutions Management Inc.)
Indemnification by the Purchaser. The Purchaser agrees to defend, indemnify and hold harmless the Company harmless against any loss, liability, damage or expense (including reasonable attorney fees and shall reimburse costs) which the Company formay suffer, from and against all Losses directly sustain or indirectly relating to, resulting from become subject to as a result of or arising out in connection with the breach by the Purchaser of any untrue representation, misrepresentationwarranty, breach of warranty covenant or non-fulfillment of any covenant, agreement or other obligation agreements of the Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant heretothis Agreement.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Icop Digital, Inc), Common Stock Purchase Agreement (Icop Digital, Inc), Stock Purchase Agreement (Navidec Financial Services, Inc.)
Indemnification by the Purchaser. The Purchaser agrees to defend, shall -------------------------------- indemnify and hold harmless the Company and shall reimburse the Company foreach of its employees, directors, officers and agents harmless from and against any and all Losses directly losses, claims, damages or indirectly relating to, liabilities whatsoever (including legal fees and expenses) incurred by any of them resulting from or arising out of any untrue material breach of any representation, misrepresentationwarranty, breach of warranty covenant or non-fulfillment of any covenant, agreement or other obligation of the Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant heretothis Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Nutramax Products Inc /De/), Stock Purchase Agreement (Lepone Donald E), Stock Purchase Agreement (Nutramax Products Inc /De/)
Indemnification by the Purchaser. The Purchaser agrees to defend, shall indemnify the Company against and hold harmless the Company harmless from any and shall reimburse all Losses (as defined above) incurred by the Company for, from and against all Losses directly or indirectly relating to, such wholly owned subsidiary resulting from or arising out of any untrue inaccuracy in or breach of any material representation, misrepresentationwarranty, breach of warranty covenant or non-fulfillment of any covenant, agreement obligation made or other obligation of incurred by the Purchaser contained herein or in any certificateother agreement, instrument or document delivered by or instrument delivered to on behalf of the Company pursuant heretoPurchaser in connection herewith.
Appears in 3 contracts
Samples: Note Purchase Agreement (V One Corp/ De), Purchase Agreement (V One Corp/ De), Note Purchase Agreement (V One Corp/ De)
Indemnification by the Purchaser. The Purchaser agrees to shall defend, indemnify and hold harmless the Company and its subsidiaries and shall reimburse the Company and its Subsidiaries for, from and against all Losses each Loss directly or indirectly relating to, resulting from or arising out of any untrue representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation by or of the Purchaser contained herein or in any certificate, document or instrument Transaction Document delivered to the Company or any of its subsidiaries pursuant heretothereto.
Appears in 3 contracts
Samples: Securities Purchase Agreement (MDwerks, Inc.), Securities Purchase Agreement (MDwerks, Inc.), Securities Purchase Agreement (MDwerks, Inc.)
Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend, indemnify and hold harmless the Company Corporation and shall reimburse the Company for, Vendors from and against any and all Losses directly or indirectly relating toclaims, resulting from or losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) any untrue breach of any representation, misrepresentationwarranty, breach of warranty or non-fulfillment of any covenant, or agreement or other obligation of the Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant heretothis Agreement.
Appears in 2 contracts
Indemnification by the Purchaser. The Purchaser agrees to defend, indemnify and hold harmless the Company and shall reimburse the The Company for, from and against all Losses directly or indirectly relating to, resulting from or arising out of any untrue representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation of the Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant hereto.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medical Solutions Management Inc.), Securities Purchase Agreement (Medical Solutions Management Inc.)
Indemnification by the Purchaser. The Purchaser agrees to defend, shall indemnify and hold harmless the Company and shall reimburse the Company for, from and against any and all Losses directly Damages sustained or indirectly relating to, resulting from or arising out incurred by the Company by reason of the breach of any untrue representationof the obligations, misrepresentationcovenants or provisions of, breach of warranty or non-fulfillment the inaccuracy of any covenant, agreement or other obligation of the representations or warranties made by, the Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant heretoherein.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Health Fitness Physical Therapy Inc), Purchase and Sale Agreement (Health Fitness Physical Therapy Inc)
Indemnification by the Purchaser. The Purchaser agrees to defend, indemnify and hold harmless the Company Company, its successors and shall reimburse assigns from, against and in respect of any and all loss or damage resulting from:
(i) the Company forbreach by the Purchaser of any of its warranties, from and against all Losses directly representations, covenants, agreements or indirectly relating to, resulting from or undertakings contained herein; and
(ii) any liability arising out of any untrue representationand all actions, misrepresentationsuits, breach proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of warranty or non-fulfillment of any covenant, agreement or other obligation of the Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant hereto.the
Appears in 2 contracts
Samples: Stock Purchase Agreement (Crown Group Inc /Tx/), Stock Purchase Agreement (Crown Group Inc /Tx/)
Indemnification by the Purchaser. The Purchaser agrees to defend, shall indemnify and hold harmless the Company and shall reimburse the Company for, harmless from and against all Losses directly or indirectly relating to, resulting from or arising out of or relating to any untrue representationbreach or violation of the representations, misrepresentationwarranties, breach of warranty covenants or non-fulfillment of any covenant, agreement or other obligation agreements of the Purchaser contained herein or set forth in any certificate, document or instrument delivered to the Company pursuant heretothis Agreement.
Appears in 1 contract
Indemnification by the Purchaser. The Purchaser agrees to defendshall indemnify, indemnify defend and hold harmless the Company Company, its Affiliates, agents, directors, officers and shall reimburse the Company for, employees from and against all Losses directly or indirectly relating to, resulting any Loss arising from or arising out in connection with any breach of any untrue representation, misrepresentationcovenant, breach of warranty or non-fulfillment of any covenant, agreement or other obligation of the by Purchaser contained herein or in any certificate, document or instrument delivered to the Company pursuant heretohereunder.
Appears in 1 contract
Samples: Subscription Agreement (Nephros Inc)
Indemnification by the Purchaser. The Purchaser agrees to defend, shall indemnify and hold harmless the Company and shall reimburse the Company for, harmless from and against all Losses directly or indirectly relating to, resulting from or arising out of or relating to (a) any untrue representationbreach or violation of the representations, misrepresentationwarranties, breach of warranty covenants or non-fulfillment of any covenant, agreement or other obligation agreements of the Purchaser contained herein set forth in this Agreement, or in any certificate, document or instrument delivered to (b) the Company pursuant heretoAssumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement
Indemnification by the Purchaser. The Purchaser agrees to save, defend, and indemnify the Company, its officers, directors, employees, and agents against and hold it harmless from any and all Damages arising from the Company and shall reimburse the Company for, from and against all Losses directly or indirectly relating to, resulting from or arising out breach of any untrue representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation of the Purchaser Purchaser's representations, warranties, covenants, or agreements contained herein or the documents executed by Purchaser in any certificateconnection herewith, document or instrument delivered to which arise during the Company pursuant heretoIndemnification Period.
Appears in 1 contract