Indemnification of Seller. Purchaser hereby agrees to indemnify, defend and hold harmless Seller and its officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Parties”) from and against any and all claims, damages, liabilities, losses, costs or expenses caused by, arising out of or relating to:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Harvard Bioscience Inc), Asset Purchase Agreement (Harvard Bioscience Inc)
Indemnification of Seller. Purchaser hereby agrees to Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, shareholders, managers, membersofficers, employees, independent contractorssuccessors, agents, successors representatives and assigns (collectivelyeach, the a “Seller PartiesIndemnified Party”) from and against any and all claimsLosses to the extent which arise out of, damagesor result from, liabilitiesor relate to any breach or inaccuracy of any representation, losseswarranty, costs covenant or expenses caused by, arising out agreement of Buyer contained in this Agreement or relating to:in any certificate delivered by Buyer hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc)
Indemnification of Seller. Purchaser hereby (a) Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates, stockholders, officers, directors, shareholders, managers, members, employees, independent contractors, agents, representatives, successors and permitted assigns (collectively, the “"Seller Parties”Indemnitees") and save and hold each of them harmless from and against any and all claims, damages, liabilities, losses, costs Losses suffered or expenses caused byincurred by any such Seller Indemnitee based upon, arising out of or relating tootherwise in respect of:
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Indemnification of Seller. Purchaser hereby agrees to indemnify, defend Buyer shall indemnify and hold harmless Seller and its attorneys, affiliates, representatives, agents, officers, directors, shareholderssuccessors or assigns, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Parties”) harmless from and against any and all claims, damages, liabilities, losses, costs or expenses caused byDamages resulting from, arising out of, or incurred with respect to (a) a breach of any representation, warranty, covenant or relating to:agreement by Buyer contained herein or (b) the Assumed Liabilities.
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Samples: Agreement of Sale and Assignment and Assumption Agreement (Infinite Group Inc)
Indemnification of Seller. Purchaser hereby agrees to indemnify, defend Buyer shall indemnify and hold harmless Seller and its shareholders, subsidiaries, affiliates, agents, employees, officers, directors, shareholdersassigns, managersin their respective capacities harmless from, membersagainst, employees, independent contractors, agents, successors for and assigns (collectively, the “Seller Parties”) from and against any and all claims, damages, liabilities, losses, costs or expenses caused by, arising out of or relating toin respect of:
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Indemnification of Seller. Purchaser hereby agrees to Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors respective employees and assigns (collectively, the “Seller Parties”) from agents against and against with respect to any and all claimsDamages that such indemnitees shall incur or suffer, damageswhich arise, liabilitiesresult from or relate to any breach of, lossesor failure by Buyer to perform, costs any of its representations, warranties, covenants or expenses caused byagreements in this Agreement or in any schedule, arising out certificate, exhibit or other instrument furnished or to be furnished by or on behalf of or relating to:Buyer under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Century Maintenance Supply Inc)
Indemnification of Seller. Purchaser Buyer hereby agrees to indemnify, defend indemnify and hold harmless Seller and its officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors representatives, and assigns Affiliates, as applicable (collectively, the “Seller PartiesIndemnitees”) from and against any and all claims, damages, liabilities, losses, costs or expenses caused byLosses based upon, arising out of or relating to:resulting from any breach of Buyer’s representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Radiation Therapy Services Holdings, Inc.)
Indemnification of Seller. Purchaser hereby agrees to indemnify, defend Buyer shall indemnify and hold harmless Seller and its attorneys, affiliates, representatives, agents, officers, directors, shareholderssuccessors or assigns, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Parties”) harmless from and against any and all claims, damages, liabilities, losses, costs or expenses caused byDamages resulting from, arising out of of, or relating incurred with respect to:
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Indemnification of Seller. Purchaser hereby agrees to Buyer shall indemnify, defend and hold harmless Seller and each of its subsidiaries, divisions, officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors directors and assigns employees (collectivelythe “Seller Indemnified Parties” and together with the Buyer Indemnified Parties, the “Seller Indemnified Parties”) from and against and in respect of any and all claims, damages, liabilities, losses, costs or expenses caused byIndemnifiable Losses resulting from, arising out of, or imposed upon or incurred by any Seller Indemnified Party from and after the Closing by reason of or relating tothe following:
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Indemnification of Seller. Purchaser hereby agrees to indemnify, defend and hold harmless Seller and its officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Parties”"SELLER PARTIES") from and against any and all claims, damages, liabilities, losses, costs or expenses caused bywhich any of the Seller Parties may suffer or for which any of the Seller Parties may become liable and which are based on, arising the result of, arise out of or relating toare otherwise related to any of the following:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Verso Technologies Inc)
Indemnification of Seller. Purchaser hereby agrees to indemnifyBuyer shall defend, defend indemnify and hold harmless Seller Seller, and its officers, directors, shareholdersstockholders, managers, members, employees, independent contractors, employees and agents, successors and assigns (collectivelyas applicable, the “Seller Parties”) from and against any and all claims, damages, liabilities, losses, costs Claims and Liabilities with respect to or expenses caused by, arising out from (i) breach of any warranty or relating to:any inaccuracy of any representation made by Buyer or (ii) breach of any covenant or agreement made by Buyer in this Agreement.
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Indemnification of Seller. Purchaser Buyers hereby agrees agree to indemnify, defend indemnify and hold harmless Seller and its officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors representatives, and assigns Affiliates, as applicable (collectively, the “Seller PartiesIndemnitees”) from and against any and all claims, damages, liabilities, losses, costs or expenses caused byLosses based upon, arising out of or relating to:resulting from any breach of Buyers’ representations, warranties, covenants or agreements.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Radiation Therapy Services Holdings, Inc.)
Indemnification of Seller. Purchaser hereby agrees to indemnifyBuyer shall hold Seller, defend his permitted assigns and hold harmless Seller and its officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors and assigns agents (collectively, the “Seller PartiesIndemnified Persons”) harmless and indemnify each of them from and against against, and waives any claim for contribution or indemnity with respect to, any and all claimsIndemnified Losses incurred or to be incurred by any of them, damages, liabilities, losses, costs to the extent resulting from or expenses caused by, arising out of any breach or relating to:violation of Buyer’s representations, warranties, covenants and agreements contained in this Agreement, including the provisions of this Article VIII.
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Digital Solutions Inc)
Indemnification of Seller. Purchaser hereby agrees to indemnifyExcept insofar as Seller is in breach of a representation or warranty set forth herein or in a Confirmation, defend Buyer shall defend, indemnify and hold harmless Seller Seller, its respective affiliates and its related companies, and the partners, officers, directors, shareholders, managers, members, employees, independent contractors, agents, successors employees and assigns (collectively, representatives of any of the “Seller Parties”) foregoing from and against any and all liabilities, claims, liens, damages, liabilitiesfines, or penalties, losses, costs and Claims, of whatever kind or expenses caused by, nature and to the extent arising out of of, in connection with or relating to:resulting from
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Samples: www.elbowriver.com
Indemnification of Seller. Purchaser hereby agrees to indemnifyBuyer shall protect, defend defend, indemnify and hold harmless Seller and any of its officerssuccessors, assigns, directors, officers, shareholders, managers, members, employees, independent contractorsattorneys, agents, successors and or their respective heirs, successors, personal representatives or assigns or any affiliate of Seller (collectively, the each a “Seller PartiesIndemnitee”) harmless from and against any and all claimsLiability resulting directly or indirectly, damagesentirely or in part, liabilities, losses, costs or expenses caused by, arising out of or relating tofrom the following:
Appears in 1 contract
Samples: Purchase and Sale Agreement (North American Scientific Inc)
Indemnification of Seller. Purchaser hereby agrees to indemnify, defend Buyer will indemnify and hold harmless Seller and its officers, directorsdirectors and shareholders (the "Seller Indemnified Parties"), shareholders, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Parties”) from and against any and all claims, damagesactions, liabilitiesdamage, lossesexpense, liability, loss or deficiency including without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, claim or expenses caused byproceeding, arising out of or relating toresulting from:
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Indemnification of Seller. Purchaser hereby agrees to From and after the Closing, Buyer shall indemnify, defend defend, and hold harmless Seller each of Seller, its Affiliates and its their respective officers, directors, shareholders, managers, members, equity holders, employees, independent contractors, agents, partners, representatives, successors and permitted assigns (collectively, the “Seller Parties”) harmless from and against against, and pay on behalf of, or reimburse such Seller Parties in respect of any and all claimsLosses incurred by each of them with respect to, damagesin connection with, liabilities, losses, costs or expenses caused by, arising out of or relating tofrom:
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