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: Form 8 K, Stock Purchase Agreement (Magellan Health Services Inc)
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 agrees to shall, from and after the Closing, defend and promptly indemnify and hold harmless the Seller, and their respective subsidiaries and affiliates, and their respective officers, directors, employees, agents and representatives (collectively, the "Seller from Indemnified Parties") from, against, for, and against in respect of and pay any lossesand all Losses, damages, liabilities, obligations, claims, judgments, costs and expenses, including without limitation, reasonable attorneys' fees suffered or incurred by Seller any such party by reason or resulting from a of (a) any breach of any representation, warranty, covenant or agreement of the Buyer's representations and warranties Buyer contained in this Agreement or covenants hereinany Buyer Documents.
Appears in 1 contract
Indemnification of the Seller. The Buyer hereby agrees to Purchaser shall defend, indemnify and hold harmless the Seller and its officers, directors, stockholders, employees and agents from and against any losses, damages, liabilities, obligations, claims, judgments, costs and expenses, including without limitation, reasonable attorneys' fees incurred by Seller by reason all Claims and Liabilities with respect to or resulting arising from a (a) breach of any warranty or any inaccuracy of any representation made by the Buyer's representations and warranties Purchaser, or covenants herein(b) breach of any covenant or agreement made by the Purchaser in this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (MultiPlayer Online Dragon, 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 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/)
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.)