Indemnity by Buyer. To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller and its trustees, members, officers, employees, agents, and their subsidiaries and affiliates (collectively “Seller Indemnified Parties”) from and against all claims, demands, damages, losses, fees, fines, penalties, judgments, suits and expenses, arising out of or in connection with the Transaction, relating to or resulting from:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Indemnity by Buyer. To Subject to the fullest extent permitted by lawprovisions of Section 6.1 , Buyer shall indemnify, defend, save and hold harmless Seller and its trustees, membersthe Members and their respective shareholders, officers, directors, employees, agents, advisors, consultants, heirs, legal representatives, successors and their subsidiaries and affiliates assigns (collectively “the "Seller Indemnified Parties”") from and against all claimsLosses arising from, demands, damages, losses, fees, fines, penalties, judgments, suits and expenses, arising out of or in connection any manner connected with the Transaction, relating to or resulting frombased on:
Appears in 1 contract
Samples: Asset Purchase Agreement (Brightstar Information Technology Group Inc)
Indemnity by Buyer. To the fullest extent permitted by law, Buyer shall indemnify, defend, defend and hold harmless Seller and its trustees(*NAME CONFIDENTIAL*) against and in respect of any and all Liabilities, membersincluding interest, officers, employees, agents, penalties and their subsidiaries and affiliates (collectively “Seller Indemnified Parties”) from and against all claims, demands, damages, losses, reasonable attorneys’ fees, finesthat Seller and (*NAME CONFIDENTIAL*) shall incur or suffer, penaltieswhich arise or result from, judgments, suits and expenses, arising out of or in connection with the Transaction, relating to or resulting from:relate to
Appears in 1 contract
Samples: Treatment (VCG Holding Corp)
Indemnity by Buyer. To Buyers shall, to the fullest extent permitted by law, Buyer shall indemnify, defend, defend and hold harmless Seller and its trusteesAffiliates, membersincluding the current and former directors, officers, employees, agentsagents and representatives of each of them (each of whom may be an Indemnitee pursuant to this Section 11.03), and their subsidiaries and affiliates (collectively “Seller Indemnified Parties”) from and against all claims, demands, damages, losses, fees, fines, penalties, judgments, suits and expenses, arising out of or in connection with the Transaction, relating to or resulting fromfollowing:
Appears in 1 contract
Samples: Asset Purchase Agreement (Western Power & Equipment Corp)
Indemnity by Buyer. To the fullest extent permitted by law, Buyer shall indemnify, defend, indemnify and hold harmless defend each Seller and its trusteesAffiliates and their respective Representatives (collectively, members, officers, employees, agentsthe “Seller Indemnitees”) against, and their subsidiaries and affiliates (collectively “Seller Indemnified Parties”) shall hold each of them harmless from and against any and all claimsLosses incurred or sustained by, demandsor imposed upon, damages, losses, fees, fines, penalties, judgments, suits and expensesthe Seller Indemnitees based upon, arising out of of, or in connection with the Transaction, relating to or resulting fromrespect to:
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Indemnity by Buyer. To the fullest extent permitted by lawBuyer will indemnify, Buyer shall indemnifyreimburse, defend, and hold harmless Seller and its trusteesrespective subsidiaries, members, officers, employees, agents, officers and their subsidiaries and affiliates (collectively “Seller Indemnified Parties”) directors from and against and with respect to any and all claimsLosses suffered, demandsincurred or sustained by any of them or to which any of them becomes subject, damages, losses, fees, fines, penalties, judgments, suits and expensesresulting from, arising out of or in connection with the Transaction, relating to any breach of any representation, warranty, covenant, or resulting from:agreement of Buyer contained in this Agreement or any agreement, certificate, instrument, or document executed and delivered by Buyer pursuant hereto.
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Indemnity by Buyer. To the fullest extent permitted by lawBuyer (herein "Buyer Indemnitor") indemnifies and agrees to defend against, Buyer shall indemnify, defend, and hold harmless Seller and Seller, its trustees, members, officers, employeesdirectors, stockholders, agents, successors, and their subsidiaries assigns (herein collectively "Seller Indemnitees") from, and affiliates (collectively “to reimburse such Seller Indemnified Parties”) from and against all claimsIndemnitees for, demandsany damage, damages, lossesloss, fees, finesliability, penaltiescost or expense (including, judgmentswithout limitation, suits the reasonable fees and expensesexpenses of counsel and others) resulting or arising from, arising out of or incurred in connection with the Transaction, relating to or resulting frombased upon:
Appears in 1 contract
Indemnity by Buyer. To the fullest extent permitted by lawThe Buyer indemnifies, Buyer shall indemnify, defenddefends, and hold holds harmless Seller and the Seller, its trusteesagents, directors, employees, members, officers, employees, agents, and their subsidiaries and affiliates officers (collectively the “Seller Indemnified PartiesIndemnitees”) from and against all claims, demands, damages, losses, fees, fines, penalties, judgments, suits any Losses as and expenses, when incurred arising out of or based upon any misrepresentation or breach of any agreement, covenant, representation, or warranty of the Seller contained in this Agreement or any agreement executed and delivered in connection with the Transaction, relating to or resulting from:transactions contemplated hereby.
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Indemnity by Buyer. To the fullest extent permitted by law, Buyer shall indemnify, defend, defend and hold harmless Seller and its trusteesSellers, their officers, directors, employees, affiliates, shareholders, members, officerssuccessors and assigns, employees, agents, and their subsidiaries and affiliates (collectively “Seller Indemnified Parties”) harmless from and against any and all claims, demands, damages, losses, fees, fines, penalties, judgments, suits and expensesLosses, arising out of of, based upon, or in connection with the Transaction, relating to any untruth, inaccuracy, misrepresentation, breach or resulting from:non-fulfillment of any representation, warranty, covenant, agreement of undertaking made by Buyer in this Agreement or any schedule, instrument, document, agreement or certificate delivered pursuant to this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Banyan Rail Services Inc.)