Indemnification by the Seller. The Seller will indemnify, defend and hold harmless the Purchaser, each Affiliate of the Purchaser (including, after the Closing, the Acquired Entities) and each of their respective officers, directors, and employees (collectively, the “Purchaser Group”) from and against and pay or reimburse, as the case may be, the Purchaser Group for, any and all Damages actually paid or suffered by any member of the Purchaser Group based upon or arising out of:
Appears in 4 contracts
Samples: Equity Purchase Agreement (Teco Energy Inc), Equity Purchase Agreement (Teco Energy Inc), Equity Purchase Agreement (Teco Energy Inc)
Indemnification by the Seller. The Seller will indemnifyMembers, defend severally and not jointly, and the Seller, shall indemnify the Buyer (and its officers, directors and affiliates) in respect of, and hold harmless the Purchaser, each Affiliate of the Purchaser Buyer (including, after the Closing, the Acquired Entities) and each of their respective its officers, directorsdirectors and affiliates) harmless against, and employees (collectively, the “Purchaser Group”) from and against and pay or reimburse, as the case may be, the Purchaser Group for, any and all Damages actually paid incurred or suffered by the Buyer or any member of the Purchaser Group based upon Affiliate thereof resulting from, relating to or arising out ofconstituting:
Appears in 3 contracts
Samples: Asset Purchase Agreement (World Energy Solutions, Inc.), Asset Purchase Agreement (Suncrest Global Energy Corp), Asset Purchase Agreement (Suncrest Global Energy Corp)
Indemnification by the Seller. The Seller will indemnifyagrees to hold harmless, defend defend, and hold harmless indemnify the Purchaser, each Affiliate of the Purchaser (including, after the Closing, the Acquired Entities) Buyer and each of their respective its officers, directors, subsidiaries, affiliates, employees, agents, attorneys, representatives, successors and employees assigns (collectively, collectively the “Purchaser GroupBuyer Indemnified Parties”) from and against against, and pay or reimburse, as to the case may be, applicable Buyer Indemnified Parties the Purchaser Group for, amount of any and all Damages actually paid or suffered by any member of the Purchaser Group based upon or Losses arising out ofof or relating to:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Veriteq), Stock Purchase Agreement (POSITIVEID Corp)
Indemnification by the Seller. The From and after the Closing, the Seller will shall indemnify, defend and hold harmless the PurchaserBuyer, each Affiliate of the Purchaser (includingits Affiliates, after the Closing, the Acquired Entities) and each of their respective officers, directors, employees, stockholders, members, agents and employees representatives (collectively, the “Purchaser Group”"Buyer Indemnitees") from and against and pay or reimburse, as the case may be, the Purchaser Group for, any and all Damages actually paid claims, losses, damages, liabilities, obligations or suffered by expenses, including reasonable legal fees and expenses (collectively, "Losses"), to the extent relating, arising or resulting, directly or indirectly, from any member of the Purchaser Group based upon or arising out offollowing:
Appears in 1 contract
Samples: Asset Purchase Agreement (Long Island Physician Holdings Corp)
Indemnification by the Seller. The Seller will indemnify, defend and hold harmless the Purchaser, each Affiliate of shall indemnify the Purchaser (including, after the Closing, the Acquired Entities) and each of their the Purchaser’s respective officers, directors, stockholders, employees, agents, representatives, Affiliates, successors, and employees assigns (collectively, the “Purchaser GroupParties”) and hold each of them harmless from and against and pay on behalf of or reimbursereimburse such Purchaser Parties in respect of any Loss which any such Purchaser Party may suffer, sustain, or become subject to, as the case may be, the Purchaser Group for, any and all Damages actually paid a result of or suffered by any member of the Purchaser Group based upon or arising out ofrelating to:
Appears in 1 contract
Samples: Asset Purchase Agreement (Custom Restaurant & Hospitality Group, Inc.)
Indemnification by the Seller. The Seller will indemnifyShareholders, defend severally and not jointly, and the Seller, shall indemnify the Buyer (and its officers, directors and affiliates) in respect of, and hold harmless the Purchaser, each Affiliate of the Purchaser Buyer (including, after the Closing, the Acquired Entities) and each of their respective its officers, directorsdirectors and affiliates) harmless against, and employees (collectively, the “Purchaser Group”) from and against and pay or reimburse, as the case may be, the Purchaser Group for, any and all Damages actually paid incurred or suffered by the Buyer or any member of the Purchaser Group based upon Affiliate thereof resulting from, relating to or arising out ofconstituting:
Appears in 1 contract
Samples: Asset Purchase Agreement (Suncrest Global Energy Corp)
Indemnification by the Seller. The Seller will indemnify, defend Sellers shall jointly and severally indemnify and hold harmless the Purchaser, each Affiliate of the Purchaser its Affiliates and Company (including, from and after the Closing, the Acquired Entities) and each of their respective officersshareholders, trustees, directors, officers, employees and employees agents (collectively, the “Purchaser GroupParties”) harmless against and from and against and pay or reimburse, as the case may be, the Purchaser Group for, in respect of any and all Damages actually paid Losses which are incurred by virtue of or suffered by any member of the Purchaser Group based upon or arising out ofresult from:
Appears in 1 contract
Samples: Stock Purchase Agreement (Horne International, Inc.)
Indemnification by the Seller. The Seller will shall indemnify, defend and hold harmless the Purchaser, each Affiliate the Affiliates of the Purchaser and their employees, officers and directors (including, after the Closing, the Acquired Entities) and each of their respective officers, directors, and employees (collectively, the a “Purchaser GroupIndemnified Person”) from and against and pay or reimburse, as the case may be, the Purchaser Group for, any and all Damages actually paid Actions, damages, losses, liabilities and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any Action whether involving a third Person claim or suffered by any member of a claim solely between the Purchaser Group based upon or Parties) (the “Losses”) arising out of, in connection with or in relation to:
Appears in 1 contract
Samples: Share Purchase Agreement (China Shen Zhou Mining & Resources, Inc.)
Indemnification by the Seller. The Seller will shall indemnify, defend protect, and hold harmless the PurchaserBuyer, each Affiliate of the Purchaser (includingits Affiliates, after the Closing, the Acquired Entities) and each of their respective officersowners, directors, officers, managers, members, employees, representatives, attorneys, and employees agents (collectively, the each a “Purchaser GroupBuyer Indemnified Party”) from and against and pay any loss, damage, Liability or reimburseexpense of any kind or nature, as the case may beincluding reasonable attorney’s fees, the Purchaser Group forwhether accrued, any and all Damages actually paid absolute, contingent or suffered otherwise (“Losses”) sustained by any member of the Purchaser Group such Persons based upon or 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 Seller. The Seller will shall indemnify, defend and hold harmless the Purchaser, each Affiliate of the Purchaser (including, after the Closing, the Acquired Entities) and each of their respective its officers, directors, employees, agents and employees Affiliates (collectively, the “Purchaser GroupIndemnified Parties”) from and against and pay or reimburse, as the case may be, the Purchaser Group for, any and all Damages actually paid Losses suffered, incurred or suffered sustained by any member of the Purchaser Group based upon them or to which any of them becomes subject, resulting from, arising out ofof or relating to the following:
Appears in 1 contract