Obligation of Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless the Company against and in respect of any and all Losses which directly or indirectly arise, result from or relate to the breach by Purchaser of, or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Broadbandnow Inc), Stock Purchase Agreement (Broadbandnow Inc), Stock Purchase Agreement (Broadbandnow Inc)
Obligation of Purchaser to Indemnify. Subject to section 11.2, Purchaser agrees to shall indemnify, defend and hold harmless the Company from and against and in respect any Losses based upon, arising out of or relating to any breach of any and all Losses which directly representation, warranty, covenant or indirectly arise, result from or relate to the breach by agreement of Purchaser of, or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements contained in this Agreementagreement or in any exhibit, schedule or certificate delivered by Purchaser at the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ac Humko Corp), Stock Purchase Agreement (Bionutrics Inc)
Obligation of Purchaser to Indemnify. Purchaser hereby agrees to indemnify, defend and hold harmless the Company (and its directors, officers, employees, Affiliates, successors, assigns and representatives) from and against and in respect any Losses suffered by the Company or any of the foregoing persons by reason of any breach of the representations and all Losses which directly warranties of Purchaser or indirectly arise, result from FINOVA or relate to of the breach by covenants and agreements of Purchaser of, or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements FINOVA contained in this AgreementAgreement or in the schedules hereto or in any Transaction Document.
Appears in 2 contracts
Samples: Restructuring Agreement (Finova Capital Corp), Restructuring Agreement (Aquis Communications Group Inc)
Obligation of Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless the Company each Shareholder from and against and any Losses based upon, arising out of or otherwise in respect of any and all Losses which directly material inaccuracy in or indirectly ariseany breach of any representation, result from warranty, covenant or relate to the breach by agreement of Purchaser of, or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Resolve Staffing Inc), Stock Purchase Agreement (Resolve Staffing Inc)
Obligation of Purchaser to Indemnify. From and after the Closing, Purchaser agrees to indemnify, defend and hold harmless the Company Stockholders from and against and any Losses based upon, arising out of or otherwise in respect of any: (i) inaccuracy in any and all Losses which directly material representation or indirectly arisewarranty of Purchaser contained in this Agreement or the Purchaser Disclosure Schedule, result from or relate to the (ii) breach by Purchaser of, of any material covenant or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements agreement contained in this Agreement.
Appears in 1 contract
Obligation of Purchaser to Indemnify. Subject to the limitations contained in this Article X, Purchaser agrees to indemnify, defend indemnify and hold Sellers harmless the Company from and against and all Losses asserted against, imposed upon or incurred by any Seller resulting from, arising out of, based upon or otherwise in respect of any and all Losses which directly of the following:
(a) any breach of or indirectly arise, result from inaccuracy in any representation or relate to the breach by warranty of Purchaser of, or the failure by Purchaser to comply with or perform, any of its representations, warranties, covenants or agreements contained in this Agreement; or
(b) any material breach of any covenant or agreement made or to be performed by Purchaser pursuant to this Agreement.
Appears in 1 contract
Samples: Asset Transfer and Acquisition Agreement (Allmerica Financial Corp)