Indemnification to Buyer Sample Clauses

Indemnification to Buyer. (i) The Selling Persons shall jointly and severally to the extent of the funds (if any) held by the Escrow Agent, and thereafter, severally, but not jointly, in accordance with and only to the extent of their Pro Rata Share, indemnify and hold Buyer, (and from and after the Closing, each member of the Keys Group) and their respective affiliates, agents and representatives (each, an “Indemnified Party”), harmless from and against any and all claims, losses, expenses, damages or liabilities (collectively, the “Indemnified Losses”) arising out of or relating to any of the following: (A) a breach of the representations and warranties of Management Sellers set forth in this Agreement or in any other document, Schedule, instrument or certificate furnished to Buyer by or on behalf of Selling Persons and/or any member of the Keys Group in connection herewith; (B) any breach, violation or nonperformance of a covenant, agreement or obligation to be performed hereunder on the part of Selling Persons; (C) those matters set forth on Schedule 7.10(c); or (D) any actions, judgments, costs and expenses (including reasonable attorneys’ fees and all other expenses incurred in investigating, preparing or defending any litigation or proceedings, commenced or threatened) incident to this Section 7.10(c) or the enforcement of this Section 7.10(c) in the event such costs are incurred in connection with a claim that is subject to indemnification hereunder.
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Indemnification to Buyer. Each of the Selling Parties, severally and not jointly, shall defend, indemnify and hold harmless each of Buyer, Buyer’s Affiliates (including, after Closing, Company and VAM Sub), the Private Funds, the Mutual Funds and their Affiliated Persons, and their respective officers, directors, Employees, shareholders, members, successors, assigns, agents, advisers and representatives (collectively, the “Buyer Indemnitees”) from and against, and shall pay or reimburse Buyer Indemnitees for, any obligation, loss, demand, fines, penalties, royalties, cost, expense, fee, Litigation, judgment, order, decree, injunction, stipulation, deficiency, damage or other Liability (whether absolute, accrued, fixed, conditional, contingent, known or unknown, or otherwise, and whether or not resulting from third party claims, and including reasonable attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder), (collectively, “Losses”) that any of them may become subject to, or shall incur or suffer, resulting from, relating to or arising out of:
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Indemnification to Buyer. Subject to the limitations set forth in this SECTION 8, from and after the Effective Time, Seller and BridgeSpan Inc. shall, jointly and severally, indemnify, defend and hold harmless Buyer, Capital Title Group, Inc., and their respective officers, directors and agents (each of the foregoing parties is hereinafter referred to individually as a "BUYER INDEMNIFIED PERSON" and collectively as "BUYER INDEMNIFIED PERSONS") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGES"), that any of the Buyer Indemnified Persons incurs by reason of or in connection with (a) any misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement, including any exhibits or schedules attached hereto, (b) any failure by Seller to pay or perform when due any of the Excluded Liabilities, or (c) the provisions of Section 5.4.6 above. Any recovery for Damages by a Buyer Indemnified Person hereunder shall be net of any insurance proceeds actually recovered and/or net tax benefits realized by Buyer or any of its affiliates as a result of such Damages.
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Indemnification to Buyer. In accordance with this Article VII each of the Selling Parties, severally and not jointly, shall defend, indemnify and hold harmless each of Buyer, Buyer’s Affiliates, and their respective officers, directors, Employees, shareholders, members, successors, assigns, agents, advisers and representatives (collectively, the “Buyer Indemnitees”) from and against, and shall pay or reimburse Buyer Indemnitees for, any obligation, loss, demand, fines, penalties, royalties, cost, expense, fee, Litigation, judgment, order, decree, injunction, stipulation, deficiency, damage or other Liability (whether absolute, accrued, fixed, conditional, contingent, known or unknown, or otherwise, and whether or not resulting from third party claims, and including reasonable attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder), (collectively, “Losses”) that any of them may become subject to, or shall incur or suffer, resulting from, relating to or arising out of:
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Indemnification to Buyer. (a) Subject to the terms and conditions of this Agreement and the Indemnification Escrow Agreement, Buyer shall be indemnified and defended against and held harmless from any and all liabilities, losses, costs, expenses (including without limitation, reasonable attorney’s fees) of and damages to (collectively, “Losses”) Buyer arising out of or with respect to the breach of any representation or warranty of the Company, Parent or Stockholders, as the case may be, in this Agreement or any covenant or agreement in this Agreement or in any of the Operative Documents, by the Company, Parent or Stockholders, as the case may be; provided that under no circumstance shall the term “Losses” include, or Buyer be indemnified for, lost profits, provided, further, that any claim for Losses pursuant to this Section 8.2 shall be without duplication of any claim for Pre-Closing Taxes or Losses relating hereto pursuant to Section 5.2.
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Indemnification to Buyer. The Shareholder agrees to indemnify, defend and hold Buyer, its Affiliates, the successors and assigns of Buyer and its Affiliates, and the shareholders, directors, members, managers, partners, officers, employees, agents, and representatives of any of the foregoing (“Buyer Indemnitees”) harmless against and in respect of
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Indemnification to Buyer. From and after the Closing Date, Seller shall indemnify and hold Buyer harmless from and against any and all claims, losses, expenses, damages or liabilities arising out of or relating to any of the following: (i) the representations and warranties set forth in this Agreement or in any other document, Schedule, instrument or certificate furnished to Buyer by or on behalf of Seller in connection herewith not being true and correct in all material respects on the Closing Date; (ii) any breach, violation or nonperformance in any material respect of a covenant, agreement or obligation to be performed hereunder on the part of Seller; (iii) any claims against, or liabilities or obligations of Seller not specifically assumed by Buyer pursuant to this Agreement; or (iv) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses incurred in investigating, preparing or defending any litigation or proceedings, commenced or threatened) incident to this Section 7.9(c) or the enforcement of this Section 7.9(c).
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Indemnification to Buyer. (a) From and after the Closing Date, Seller shall indemnify and hold Buyer, and its affiliates, agents and representatives, harmless from and against any and all claims, losses, expenses, damages or liabilities arising out of or relating to any of the following: (i) the representations and warranties of Seller set forth in Article 2 of this Agreement not being true and correct in all material respects on the Closing Date; (ii) any breach, violation or nonperformance of a covenant, agreement or obligation to be performed hereunder on the part of Seller; or (iii) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses incurred in investigating, preparing or defending any litigation or proceedings, commenced or threatened) incident to any of the foregoing or the enforcement of this Section.
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Related to Indemnification to Buyer

  • Indemnification of the Buyer Subject to the other provisions of this Article 7, from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Sellers Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

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