Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. The Purchaser shall indemnify the Seller and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Purchaser's representations and warranties contained in Subsection 7.05 above.

Appears in 5 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar2), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar5), Master Mortgage Loan Purchase and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3)

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Indemnification by the Purchaser. The Purchaser shall indemnify the Seller agrees to indemnify, defend and hold it harmless Seller against and in respect of any lossesloss, damagesdamage, penaltiesdeficiency, fines, forfeitures, cost or expense (including without limitation reasonable and necessary legal fees and related costs, judgments, and other costs and expenses attorneys’ fees) resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by Purchaser of any of the Purchaser's representations and warranties representations, warranties, covenants or agreements of Purchaser contained in Subsection 7.05 abovethis Agreement.

Appears in 4 contracts

Samples: Share Purchase Agreement (Hou Sing International Business LTD), Share Purchase Agreement (Hou Sing International Business LTD), Stock Purchase Agreement (Jin Yimin)

Indemnification by the Purchaser. The Purchaser shall indemnify the Seller agrees to indemnify, defend and hold it harmless Seller against and in respect of any lossesloss, damagesdamage, penaltiesdeficiency, fines, forfeitures, cost or expense (including without limitation reasonable and necessary legal fees and related costs, judgments, and other costs and expenses attorneys’ fees) resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by Purchaser of any of the Purchaser's representations and warranties representations, warranties, covenants or agreements of Purchaser contained in Subsection 7.05 abovethis SPA.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Xue Zeyao), Stock Purchase Agreement (Xue Zeyao), Stock Purchase Agreement (Xue Zeyao)

Indemnification by the Purchaser. The Purchaser shall indemnify agrees to indemnify, defend and hold harmless the Seller against and hold it harmless against in respect of any lossesloss, damagesdamage, penaltiesdeficiency, fines, forfeitures, cost or expense (including without limitation reasonable and necessary legal fees and related costs, judgments, and other costs and expenses attorneys’ fees) resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Purchaser of any of the Purchaser's representations and warranties representations, warranties, covenants or agreements of the Purchaser contained in Subsection 7.05 abovethis Agreement.

Appears in 3 contracts

Samples: Share Purchase Agreement (Jpak Group, Inc.), Share Purchase Agreement (Jpak Group, Inc.), Share Purchase Agreement (Jpak Group, Inc.)

Indemnification by the Purchaser. The Purchaser shall indemnify the Seller and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Purchaser's ’s representations and warranties contained in Subsection Section 7.05 above.

Appears in 2 contracts

Samples: Master Mortgage Loan Purchase and Servicing Agreement, Master Mortgage Loan Purchase and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-Ar1)

Indemnification by the Purchaser. The Purchaser shall indemnify the and hold Seller harmless from any loss, damage, liability or expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses) in connection with any action, suit or proceeding brought against Seller incurred or suffered by Seller and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses arising out of or resulting from any claimbreach of any representation, demand, defense or assertion based on or grounded uponwarranty, or resulting from, a breach of covenant made by the Purchaser's representations and warranties contained in Subsection 7.05 abovePurchaser hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Global Sources LTD), Stock Purchase Agreement (Global Sources LTD)

Indemnification by the Purchaser. The Purchaser shall indemnify the Seller and hold it harmless the Sellers from and against any losses, damages, penaltiesliabilities, finesobligations, forfeitures, reasonable and necessary legal fees and related costsclaims, judgments, and other costs and expenses including reasonable attorneys’ fees incurred by the Sellers by reason of or resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of or inaccuracy in the Purchaser's ’s representations and warranties contained in Subsection 7.05 aboveSection 4.1 of this Agreement or from a breach of any of the Purchaser’s covenants contained in this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Bottomline Technologies Inc /De/)

Indemnification by the Purchaser. The Purchaser shall indemnify hereby agrees to indemnify, defend and hold harmless the Seller from and hold it harmless against any and all losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from against the Seller, including reasonable legal fees, in connection with the breach by the Purchaser of any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Purchaser's representations and warranties contained as set forth in Subsection 7.05 aboveArticle 3.02 of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Gigamedia LTD)

Indemnification by the Purchaser. The Purchaser shall -------------------------------- agrees to defend, indemnify and hold the Seller harmless from and hold it harmless against any and all losses, liabilities, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgmentsor expenses (including reasonable attorneys' fees, penalties and other costs and expenses resulting from any claim, demand, defense interest) payable to or assertion based on or grounded uponfor the benefit of, or asserted by, any party, resulting from, arising out of, or incurred as a result of the breach of any representation, warranty or covenant made by the Purchaser's representations and warranties contained in Subsection 7.05 abovePurchaser herein.

Appears in 1 contract

Samples: Stock Purchase Option Agreement (American Electromedics Corp)

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Indemnification by the Purchaser. The Purchaser shall indemnify hereby agrees to hold the Seller fully harmless from and hold it harmless indemnified against any lossesand all loss, damagesdamage, penaltiesexpense, finescost, forfeituresfine, reasonable fee, penalty or injury including those resulting from any and necessary legal fees and related costsall actions, suits, proceedings, demands, assessments or judgments, and other together with reasonable costs and expenses resulting including the attorneys’ fees and other legal costs and expenses relating thereto actually suffered or incurred by the Seller if and to the extent such costs arise or result from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a the breach of the Purchaser's ’s representations and warranties contained set out in Subsection 7.05 abovethis Section 9.

Appears in 1 contract

Samples: Quota Purchase Agreement (Goodrich Corp)

Indemnification by the Purchaser. The Purchaser shall indemnify indemnify, defend and hold harmless on an after-tax basis the Seller from and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from damages or liabilities incurred by the Seller as a result of any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Purchaser's representations and warranties contained in Subsection 7.05 abovethis Agreement being false in any material respect.

Appears in 1 contract

Samples: Option Purchase Agreement (Meyer Burton J)

Indemnification by the Purchaser. The Purchaser shall indemnify the Seller indemnify, defend, and save and hold it harmless the Seller, from and against any lossesdamage, damagesliability, penaltiesloss, fines, forfeitures, expense or injury (including without limitation reasonable and necessary legal attorneys’ fees and related costs, judgments, and other costs and expenses resulting from incident to any claim, demandsuit, defense action or assertion based on or grounded uponproceeding), or resulting fromsuffered by the Seller, a breach of the Purchaser's representations and warranties contained in Subsection 7.05 above.respect of:

Appears in 1 contract

Samples: Acquisition Agreement (Northeast Bancorp /Me/)

Indemnification by the Purchaser. The Purchaser shall indemnify the Seller and hold it Sellers harmless against from any lossesloss, damagesdamage, penaltiesliability or expense (including, fines, forfeitureswithout limitation, reasonable expenses of investigation and necessary legal reasonable attorneys' fees and related costsexpenses) in connection with any action, judgmentssuit or proceeding brought against Sellers, either jointly or severally, incurred or suffered by Sellers and other costs and expenses arising out of or resulting from any claimbreach of any representation, demand, defense or assertion based on or grounded uponwarranty, or resulting from, a breach of covenant made by the Purchaser's representations and warranties contained in Subsection 7.05 abovePurchaser hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Sources LTD)

Indemnification by the Purchaser. The Purchaser shall --------------------------------- agrees to defend, indemnify and hold the Seller harmless from and hold it harmless against any and all losses, liabilities, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgmentsor expenses (including reasonable attorneys' fees, penalties and other costs and expenses resulting from any claim, demand, defense interest) payable to or assertion based on or grounded uponfor the benefit of, or asserted by, any party, resulting from, arising out of, or incurred as a result of the breach of any representation, warranty or covenant made by the Purchaser's representations and warranties contained in Subsection 7.05 abovePurchaser herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Electromedics Corp)

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