Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §10(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller which is not an Assumed Liability

Appears in 4 contracts

Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)

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Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein (other than the covenants in this AgreementSection 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to §Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §10(gSection 11(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or breach; provided, however, that the alleged breach). (ii) The Seller agrees shall not have any obligation to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability the breach of the Seller which is not an Assumed Liabilityany

Appears in 1 contract

Samples: Stock Purchase Agreement (MRV Communications Inc)

Indemnification Provisions for Benefit of the Buyer. (i) In the event the a Seller breaches (or in the event any third party alleges facts that, if true, would mean the such Seller has breached) any of its representations, warranties, and or covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against the such Seller pursuant to §10(gSection 7(f) below within such the survival periodperiod set forth in Section 6(a), then each Seller and each of the Seller agrees Principals agree, jointly and severally, to indemnify indemnify, save and hold harmless the Buyer, Parent and each of their respective directors, officers, employees and affiliates (collectively, the "Buyer Indemnitees" or, individually, a "Buyer Indemnitee") from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller which is not an Assumed Liability

Appears in 1 contract

Samples: Asset Purchase Agreement (Interpore International /Ca/)

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches Company or the Sellers breach (or in the event any third party alleges facts that, if true, would mean the Seller Company or the Sellers has breached) any of its their representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §8(a(S)6(a) above, provided that the Buyer makes a written claim for indemnification against the Seller Company and/or the Sellers pursuant to §10(g(S)7(h) below within such survival period, then the Seller agrees Company and/or the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller agrees In addition to the foregoing, the Company and the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller which is not an Assumed Liabilityby:

Appears in 1 contract

Samples: Asset Purchase Agreement (Intellisys Group Inc)

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Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its his representations, warranties, and covenants contained in this Agreementherein, whether or not such breach is material, and, if there is an applicable survival period pursuant to §8(ass.8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §10(gss.11(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller which is not an Assumed LiabilityCompany for the unpaid Taxes of any Person (other than of the Company) under Treas. Reg. ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)

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