Indemnification of Seller. Purchaser will indemnify and hold harmless Seller from and against all Losses incurred or suffered by Seller based upon or arising out of any inaccuracies in or any breach of any representation, warranty or covenant of Purchaser contained in this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereof.
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Samples: Contract of Purchase and Sale (Great Elm Group, Inc.), Contract of Purchase and Sale (Great Elm Capital Group, Inc.)
Indemnification of Seller. Purchaser will indemnify agrees to indemnify, reimburse, and hold Seller harmless Seller from and against all Losses losses, expenses, damages, and liabilities suffered or incurred or suffered by Seller based upon as a result of the untruth or arising out of any inaccuracies in or any breach of any representationrepresentation or warranty of Purchaser, warranty or covenant the failure of Purchaser to perform any agreement or obligation of Purchaser, contained in this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereofAgreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Eastwood Trust), Purchase and Sale Agreement (Westcliff Trust)
Indemnification of Seller. Purchaser will Buyer shall indemnify and hold Seller harmless against, and reimburse Seller from and against all Losses on demand for, any actual damage, loss, cost or expense (including reasonable attorneys' fees) incurred or suffered by Seller based upon or arising out of any inaccuracies in or resulting from any breach of any representation, warranty Buyer's representations or covenant of Purchaser contained in this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereofwarranties.
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Indemnification of Seller. Purchaser will Buyer shall indemnify Seller against, and hold Seller harmless from, any and all losses, liabilities, costs, claims, damages and expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements) which Seller from and against all Losses incurred may incur or suffered by Seller based upon or suffer arising out of any inaccuracies in or (i) any breach of or inaccuracy in any representation, representation or warranty or covenant of Purchaser contained Buyer in this Contract agreement or (including ii) any exhibit breach of or schedule attached hereto or certificate delivered pursuant hereto) or failure to perform any other documents delivered at Closing as contemplated by Article IV hereofof Buyer’s obligations set forth in this Agreement.
Appears in 1 contract
Samples: Transaction and Registration Rights Agreement (Ternium S.A.)
Indemnification of Seller. Purchaser will Buyer hereby agrees to indemnify Seller against, defend and hold Seller harmless Seller from from, all liabilities, losses, damages, costs and against all Losses expenses, including without limitation, legal fees and disbursements, incurred or suffered by Seller based upon relating to the Property which arise or arising out result from claims caused by acts, occurrences or matters that take place after the Close of any inaccuracies in or any breach of any representation, warranty or covenant of Purchaser contained in this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereof.Escrow. 13. Miscellaneous 13.1
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Indemnification of Seller. Purchaser will agrees to indemnify and hold Seller harmless Seller from any and against all Losses incurred or suffered by Seller based upon or claims, losses, damages and reasonable out-of-pocket expenses arising out of or in any inaccuracies in or any way related to breach of any representation, warranty or covenant of Purchaser contained set forth in this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) Agreement or any other documents delivered at Closing as contemplated by Article IV hereofactions of Seller taken in compliance with written instruction from Purchaser.
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Samples: Interim Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S1)
Indemnification of Seller. Purchaser will agrees to indemnify and hold Seller harmless Seller from and against all Losses incurred any loss, cost, expense or other damage (including, without limitation, reasonable attorneys' fees) suffered by Seller based upon or resulting from, arising out of any inaccuracies in or any incurred with respect to the falsity or breach of any representation, warranty or covenant of made by Purchaser contained herein, in this Contract (including any exhibit hereto, or schedule attached hereto or certificate in any document delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Coyote Network Systems Inc)
Indemnification of Seller. Purchaser will indemnify Buyer hereby agrees to indemnify, defend and protect Seller against, and to hold Seller harmless Seller from from, all losses, claims, liabilities, damages, costs and against all Losses expenses whatsoever including without limitation reasonable legal fees and disbursements, incurred or suffered by Seller based upon relating to the Property which arise, result from or arising out of relate to any inaccuracies in or any material breach of any representation, warranty of the representations or covenant warranties of Purchaser contained Buyer set forth in Section 11.3 of this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereofAgreement.
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Samples: Purchase and Sale Agreement (Agilent Technologies Inc)
Indemnification of Seller. Purchaser Buyer will indemnify and hold Seller harmless from any and all claims, losses, liabilities, and expenses that any Seller from and against all Losses incurred may suffer or suffered by Seller based upon incur as a result of or arising out relating to the breach or inaccuracy, or any alleged breach or inaccuracy, of any inaccuracies in of the representations, warranties, covenants, or any breach of any representation, warranty or covenant of Purchaser contained agreements made by the Buyer in this Contract (including any exhibit Agreement or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereofto the Ancillary Agreements.
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Indemnification of Seller. Purchaser will Each Buyer shall indemnify and hold Seller harmless Seller against any and all loss, cost or expense (including costs and expenses, including reasonable counsel fees, incident to any and all actions, suits, demands, assessments or judgments relating to any claim made hereunder) resulting from and against all Losses incurred any error or suffered by Seller based upon misrepresentation or arising out of any inaccuracies in or any breach of any representation, warranty or covenant agreement of Purchaser such Buyer (but not the other Buyers) contained herein or in this Contract (including any exhibit certificate, instrument or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereof.
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