Common use of Indemnification from Purchaser Clause in Contracts

Indemnification from Purchaser. Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the Sellers) and hold each Seller and their affiliates, agents, legal counsel, successors and assigns (collectively, the "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 reasonably attorney’s fees and costs of any suit related thereto) suffered or incurred by any of 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 incurred subsequent to the Closing Date; or (d) any suit, action, proceeding, claim or investigation against Sellers 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: Stock Purchase Agreement (Ricks Cabaret International Inc)

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Indemnification from Purchaser. Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the Sellers) and hold each Seller and their affiliates, agents, legal counsel, successors and assigns (collectively, the "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 reasonably attorney’s fees and costs of any suit related thereto) suffered or incurred by any of 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 (d) any suit, action, proceeding, claim or investigation against 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. The Purchaser agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to the SellersSeller) and hold each the Seller and their his affiliates, agents, legal counsel, successors and assigns (collectively, the "Sellers 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 reasonably attorney’s reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of the Sellers 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 incurred which arose from any activities which occurred subsequent to the Closing Date; or (d) any suit, action, proceeding, claim or investigation against Sellers the Seller 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)

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Indemnification from Purchaser. Purchaser agrees to and -------------------------------- shall indemnify, defend (with legal counsel reasonably acceptable to the SellersSeller) and hold each Seller and their affiliatesthe Seller, the Company, its officers, directors, employees, shareholders, agents, affiliates, legal counsel, successors and assigns (collectively, the "Sellers 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 reasonably attorney’s 's fees and costs of any suit related thereto) suffered or incurred by any of the Sellers 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 liability or obligation due to any third party by the Company incurred subsequent to the Closing Date; or (d) any suit, action, proceeding, claim or investigation against Sellers Seller 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)

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