Indemnity by Purchasers Sample Clauses

Indemnity by Purchasers. Each Purchaser shall, (i) indemnify and hold harmless the Company, any officer, director, employee or agent of the Company, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any Losses to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, or arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or action, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of such Purchaser; provided, however, that such indemnification or reimbursement shall be payable only if, and to the extent that, any Losses arise out of or are based upon an untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use in the preparation thereof.
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Indemnity by Purchasers. Subject in all cases to SECTION 7.9 hereof, Purchasers agree to jointly and severally indemnify and hold Sellers, and their Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds received (collectively, the "Sellers' Losses"), related to or arising directly or indirectly out of (i) any inaccuracies in any representation or warranty made by Purchasers in this Agreement, or (ii) any failure or breach by Purchasers of any covenant, obligation, or undertaking made by Purchasers in this Agreement.
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Indemnity by Purchasers. Purchaser hereby agrees to indemnify and hold harmless each Seller and each Seller’s Affiliates and its and their respective officers, directors, employees, agents, representatives and attorneys (collectively, the “Seller Indemnified Persons”) against any and all losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses incurred by each Seller Indemnified Person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Seller Indemnified Person or whether incurred by such Seller Indemnified Person in any action or proceeding between the indemnifying party and such Seller Indemnified Person or between such Seller Indemnified Person and any third party) to which any such Seller Indemnified Person may become subject, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon any breach by Purchaser of any representation, warranty or agreement made by Purchaser contained in this Agreement.
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Indemnity by Purchasers. Purchasers shall jointly and severally indemnify and hold harmless Shareholders, and their respective heirs, administrators, executors, personal representatives, successors and assigns (the "Shareholder Indemnified Parties") from and against any Losses that are the result of, arise out of or relate to any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Purchasers in this Agreement. Following payment to Shareholders or any of the Shareholder Indemnified Parties of any such Losses, each Purchaser shall have the right of contribution against the other Purchaser to recover any sums paid by a Purchaser in excess of its respective percentage of Shares of the Company owned and held by the Purchaser.
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Indemnity by Purchasers. Purchasers agree to jointly and severally indemnify, defend and hold harmless Sellers or any of their respective Affiliates, Representatives, successors and assigns (the "Seller Indemnitees"), from and against any Loss suffered by the Seller Indemnitees arising out of, in connection with, relating to, or resulting from:
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Indemnity by Purchasers. (a) Subject to Section 8.2(b), Purchasers agree to jointly and severally indemnify Seller, its Affiliates and their respective employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses (collectively, the "SELLER'S LOSSES"), related to or arising directly or indirectly out of (i) any inaccuracies in any representation or warranty made by Purchasers in this Agreement, or (ii) any failure or breach by Purchasers of any covenant, obligation, or undertaking made by Purchasers in this Agreement and (iii) all guarantees made by Seller or its Affiliate of obligations of EQS or EquiServe Trust described in SECTION 6.2(C) of the Seller's Disclosure Schedule.
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Indemnity by Purchasers. Subject to Sections 5.01 and provided that Closing has occurred, Purchasers shall:
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Indemnity by Purchasers. If Seller is held liable by a Third Party for any liability related to the Business (“Indemnified Liability”) after the Closing Date, Purchasers shall for a period of three (3) years from the Closing Date, jointly and severally, indemnify and hold harmless Seller and its Affiliates and employees from any and all losses or damages and reasonably out-of-pocket costs and expenses (including reasonable legal fees, expenses and disbursements) arising out of or in connection with such Indemnified Liability, unless and to the extent Purchasers have the right to claim indemnification from Seller in respect of the relevant Indemnified Liability under the terms of this Agreement.
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Indemnity by Purchasers 
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Related to Indemnity by Purchasers

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Indemnity by Seller Subject to the limitations in this Article X, Seller shall indemnify and hold harmless Buyer and its current and former directors, officers, employees, agents, representatives, Affiliates, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, reasonable costs and reasonable expenses (whether or not involving a third party claim), including, without limitation, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any actions and/or suits (commenced or threatened), demands, assessments, judgments, or any claim whatsoever, and any and all amounts paid in settlement of any of the aforementioned (collectively, the “Buyer’s Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, in respect of, connected with, or arising from: (a) any inaccuracy in any representation or warranty of Seller contained in this Agreement; (b) any breach of any covenant or agreement by Seller contained in this Agreement or any Ancillary Agreement; (c) any noncompliance with any bulk sales or fraudulent transfer laws in respect of the transactions contemplated herein; (d) any Employee claim described in Section 9.03 or any Seller Non-Transaction Related WARN Act Liabilities indemnified by Seller pursuant to Section 9.04(a); (e) any Excluded Liabilities; (f) any Taxes payable by Seller pursuant to Section 8.03(b); or (g) the operation of Purchased Business prior to the Closing, except to the extent of an Assumed Liability.

  • Indemnification by Purchasers Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • 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:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • 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.

  • Indemnity by the Buyer The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

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