Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates, successors and assigns and Representatives) from and against all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, the "Losses")) based upon, arising out of or otherwise in respect of:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Transworld Home Healthcare Inc), Asset Purchase Agreement (Us Homecare Corp), Asset Purchase Agreement (Us Homecare Corp)
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree Seller agrees to indemnify, defend defend, and hold harmless Buyer (and its directors, officers, shareholders, employees, Affiliates, successors successors, assigns, and assigns and Representativesrepresentatives) from and against all claims, losses, liabilities, damages, deficienciesLiabilities, judgments, settlements, costs of investigation or other expenses (including interest, penalties reasonable consultants’ and reasonable attorneys' ’ fees and disbursements disbursements), net of any applicable insurance proceeds actually received (collectively, the "“Indemnifiable Losses"”)) , based upon, arising out of of, or otherwise in respect of:
Appears in 3 contracts
Samples: Annotated Model Tennessee Asset Purchase Agreement, Annotated Model Tennessee Asset Purchase Agreement, Asset Purchase Agreement
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree Seller agrees to indemnify, defend and hold harmless Buyer (and its Buyer’s directors, officers, employees, Affiliatesagents, successors Affiliates and assigns and Representativesassigns) (collectively, the “Buyer Indemnitees”) from and against all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys' fees and disbursements attorneys fees) (collectively, the "“Losses")”) incurred by any such Buyer Indemnitees based upon, arising out of or otherwise in respect of:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Targeted Genetics Corp /Wa/), Asset Purchase Agreement (Targeted Genetics Corp /Wa/)
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree Seller agrees to indemnify, defend --------------------------------- and hold harmless Buyer Purchaser (and its directors, officers, employees, Affiliates, successors and assigns and Representativesassigns) from and against all claimslosses, lossespersonal injuries, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, the "Losses")) based upon, arising out of or otherwise in respect of:expenses
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Anesta Corp /De/), Sale and Purchase Agreement (Anesta Corp /De/)
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliatesaffiliates, successors and assigns and Representativesassigns) from and against all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements disbursements) (collectively, the a "Loss" or "Losses")) based upon, arising out of or otherwise in respect of:
Appears in 1 contract
Samples: Asset Purchase Agreement (Gibraltar Packaging Group Inc)
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree to Seller shall indemnify, defend and hold harmless Buyer (and its officers, directors, officersshareholders and Affiliates (collectively, employees, Affiliates, successors and assigns and Representativesthe “Buyer Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, Losses with respect to the "Losses")) based upon, arising out of or otherwise in respect offollowing:
Appears in 1 contract
Samples: Asset Purchase Agreement (Icad Inc)
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree to Seller shall indemnify, defend and hold harmless Buyer (and its officers, directors, officers, employees, Affiliates, successors shareholders and assigns and RepresentativesAffiliates (each a “Buyer Indemnitee”) from and against any and all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, Losses with respect to the "Losses")) based upon, arising out of or otherwise in respect offollowing:
Appears in 1 contract
Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.)
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree to (a) Seller shall indemnify, defend and hold harmless Buyer (and its stockholders, directors, officers, employees, Affiliates, successors and assigns and Representativesassignees) from and against all claims, losses, liabilities, damages, deficiencies, judgments, settlements, deficiencies costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements disbursements) (collectively, the "Losses")) based upon, arising out of or as a result of or otherwise in with respect ofto:
Appears in 1 contract
Obligation of Seller to Indemnify. The Stockholder From and Sellerafter the Closing, jointly and severally, agree to Seller shall indemnify, defend defend, and hold harmless Buyer (and its Buyer’s Affiliates and each of their directors, officers, employees, Affiliatesagents, successors representatives, predecessors, heirs, executors, successors, and assigns and Representatives(collectively, the “Buyer Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, the "Losses")) based upon, Claims arising out of of, relating to, or otherwise in respect ofresulting from:
Appears in 1 contract