Indemnification from Purchaser. Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the Seller) and hold the Seller, MPC and their respective officers, directors, affiliates, agents, legal counsel, successors and assigns (collectively, the “Seller Group”) harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorney’s fees and costs of any suit related thereto) suffered or incurred by any of Seller Group, arising from (a) any misrepresentation by, or breach of any covenant or warranty of Purchaser contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Purchaser hereunder; (b) any nonfulfillment of any agreement on the part of Purchaser under this Agreement; or (c) any suit, action, proceeding, claim or investigation against Seller Group which arises from or which is based upon or pertaining to Purchaser’s conduct or the operation of the business of the Company subsequent to the Closing Date.
Appears in 2 contracts
Samples: Purchase Agreement (Torchlight Energy Resources Inc), Purchase Agreement (Torchlight Energy Resources Inc)
Indemnification from Purchaser. The Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the Seller) and hold the Seller, MPC Seller and their respective officers, directors, his affiliates, agents, legal counsel, successors and assigns (collectively, the “"Seller Group”") harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorney’s attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of the Seller Group, arising from (a) any misrepresentation by, or breach of any covenant or warranty of the Purchaser contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Purchaser hereunder; (b) any nonfulfillment of any agreement on the part of the Purchaser under this Agreement; (c) any liability or obligation due to any third party by the Company which arose from any activities which occurred subsequent to the Closing Date; or (cd) any suit, action, proceeding, claim or investigation against the Seller Group which arises from or which is based upon or pertaining to the Purchaser’s conduct or the operation of the business of the Company and occurred subsequent to the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ricks Cabaret International Inc)
Indemnification from Purchaser. Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the SellerSellers) and hold the Seller, MPC each Seller and their respective officers, directors, affiliates, agents, legal counsel, successors and assigns (collectively, the “Seller "Sellers Group”") harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable reasonably attorney’s fees and costs of any suit related thereto) suffered or incurred by any of Seller the Sellers Group, arising from (a) any misrepresentation by, or breach of any covenant or warranty of Purchaser contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Purchaser hereunder; (b) any nonfulfillment of any agreement on the part of Purchaser under this Agreement; (c) any liability or obligation due to any third party by the Company or Stellar incurred subsequent to the Closing Date; or (cd) any suit, action, proceeding, claim or investigation against Seller Group Sellers which arises from or which is based upon or pertaining to Purchaser’s conduct or the operation of the business of the Company or Stellar subsequent to the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ricks Cabaret International Inc)
Indemnification from Purchaser. Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the SellerCompany and Mofid) and hold the SellerCompany and Mofid, MPC and their respective officers, directors, affiliates, agents, legal counsel, successors and assigns (collectively, the “Seller "Mofids Group”") harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorney’s fees and costs of any suit related thereto) suffered or incurred by any of Seller Mofids Group, arising from (a) any misrepresentation by, or breach of any covenant or warranty of Purchaser contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Purchaser hereunder; (b) any nonfulfillment of any agreement on the part of Purchaser under this Agreement; or (c) any suit, action, proceeding, claim or investigation against Seller Mofids Group which arises from or which is based upon or pertaining to Purchaser’s conduct or the operation of the business of the Company subsequent to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ricks Cabaret International Inc)
Indemnification from Purchaser. Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the SellerCompany and VCGH) and hold the SellerCompany and VCGH, MPC and their respective officers, directors, affiliates, agents, legal counsel, successors and assigns (collectively, the “Seller VCGH Group”) harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorney’s fees and costs of any suit related thereto) suffered or incurred by any of Seller the VCGH Group, arising from (a) any misrepresentation by, or breach of any covenant or warranty of Purchaser contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Purchaser hereunder; (b) any nonfulfillment of any agreement on the part of Purchaser under this Agreement; or (c) any suit, action, proceeding, claim or investigation against Seller the VCGH Group which arises from or which is based upon or pertaining to Purchaser’s conduct or the operation of the business of the Company subsequent to the Closing Date.
Appears in 1 contract
Indemnification from Purchaser. Purchaser agrees to and -------------------------------- shall indemnify, defend (with legal counsel reasonably acceptable to the Seller) and hold the Seller, MPC and their respective the Company, its officers, directors, affiliatesemployees, shareholders, agents, affiliates, legal counsel, successors and assigns (collectively, the “Seller "Seller's Group”") harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable reasonably attorney’s 's fees and costs of any suit related thereto) suffered or incurred by any of Seller the Seller's Group, arising from (a) any misrepresentation by, or breach of any covenant or warranty of Purchaser contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Purchaser hereunder; (b) any nonfulfillment of any agreement on the part of Purchaser under this Agreement; or (c) any suit, action, proceeding, claim or investigation against Seller Group which arises from or which is based upon or pertaining to Purchaser’s Purchaser conduct or the operation of the business of the Company subsequent to the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ricks Cabaret International Inc)