Common use of Indemnification of the Seller Clause in Contracts

Indemnification of the Seller. The Buyer hereby agrees to indemnify and hold harmless the Seller from and against any losses, damages, liabilities, obligations, claims, judgments, costs and expenses, including without limitation, reasonable attorneys' fees incurred by Seller by reason or resulting from a breach of the Buyer's representations and warranties or covenants herein.

Appears in 2 contracts

Samples: Share Purchase Agreement, Stock Purchase Agreement (Magellan Health Services Inc)

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Indemnification of the Seller. The Buyer hereby agrees to indemnify indemnify, defend and hold Seller, its directors, officers, employees and agents, harmless the Seller from and against any lossesand all Losses based upon, damages, liabilities, obligations, claims, judgments, costs and expenses, including without limitation, reasonable attorneys' fees incurred by Seller by reason arising out of or resulting from otherwise in respect of a breach of the Buyer's representations and warranties any warranty, agreement, covenant or covenants hereinrepresentation made in this Agreement by Buyer or in any statement, document, exhibit or certification furnished by Buyer pursuant hereto.

Appears in 2 contracts

Samples: Stock Repurchase Agreement (NTR PLC), Stock Repurchase Agreement (Green Plains Renewable Energy, Inc.)

Indemnification of the Seller. The Buyer hereby Purchaser agrees to indemnify indemnify, defend and hold harmless the Seller and any of its affiliates, shareholders, directors, officers, partners, employees, successors and assigns from and against any lossesand all Losses which, damagesdirectly or indirectly, liabilitiesarise out of, obligations, claims, judgments, costs and expenses, including without limitation, reasonable attorneys' fees incurred by Seller by reason result from or resulting from a relate to any inaccuracy in or any breach of any representation and warranty, or any breach of any covenant or agreement, of the Buyer's representations and warranties or covenants hereinPurchaser contained in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rotary Power International Inc)

Indemnification of the Seller. The Buyer Purchaser hereby agrees to assume and to indemnify and hold harmless the Seller harmless from and after the Closing Date, from and against any lossesall debts or obligations of the Seller related to the Assumed Liabilities, damages, liabilities, obligations, claims, judgments, costs and expensesthereby fully discharging the Seller, including without limitationany Claim which may result therefrom, reasonable attorneys' fees incurred by Seller by reason or resulting from a breach subject however to the accuracy of the Buyer's declarations, representations and warranties or covenants hereinmade herein by the Seller with regard to such liabilities, as the case may be.

Appears in 1 contract

Samples: Subscription Services Agreement (Copernic Inc)

Indemnification of the Seller. The Buyer Purchaser hereby agrees to indemnify and hold harmless the Seller from and the Seller's successors and assigns against any lossesclaim, damagesloss, liabilitiesdamage, obligationsliability, claimscost, judgments, costs and expensesdemand or expense, including without limitationreasonable legal fees, reasonable attorneys' fees incurred sustained by the Seller by reason or resulting Multi-Page that arises out of or result from a breach of the Buyer's representations and warranties or covenants herein.following:

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Brandmakers Inc)

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Indemnification of the Seller. The Buyer hereby agrees to indemnify indemnify, defend and hold Seller, their directors, officers, employees and agents, harmless the Seller from and against any lossesand all Losses based upon, damages, liabilities, obligations, claims, judgments, costs and expenses, including without limitation, reasonable attorneys' fees incurred by Seller by reason arising out of or resulting from otherwise in respect of a breach of the Buyer's representations and warranties any warranty, agreement, covenant or covenants hereinrepresentation made in this Agreement by Buyer or in any statement, document, exhibit or certification furnished by Buyer pursuant hereto.

Appears in 1 contract

Samples: Stock Repurchase Agreement (Green Plains Renewable Energy, Inc.)

Indemnification of the Seller. The Buyer hereby agrees to will indemnify and hold harmless the Seller from harmless against, and against reimburse the Seller on demand for, any lossesdamage, damagesloss, liabilities, obligations, claims, judgments, costs and expenses, cost or expense (including without limitation, reasonable attorneys' fees fees) incurred by the Seller by reason or resulting from a (i) any breach of the Buyer's representations and warranties representations, warranties, or covenants hereincontained in this Agreement, or from any misrepresentation in, or omission by the Buyer under this Agreement, or (ii) any brokerage or similar fee due to any agent of the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Baldwin Piano & Organ Co /De/)

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