Common use of Obligation of the Buyer to Indemnify Clause in Contracts

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Network Systems International Inc), Stock Purchase Agreement (Network Systems International Inc), Stock Purchase Agreement (Network Systems International Inc)

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Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers Company and the Stockholder from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Interamericas Communications Corp), Stock Purchase Agreement (Interamericas Communications Corp)

Obligation of the Buyer to Indemnify. The Buyer agrees to shall indemnify, defend and hold harmless the Sellers Seller from and against any Losses based upon, arising out of or otherwise in respect of due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument writing delivered by the Buyer pursuant to this Agreementthereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Associated Automotive Group Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement Section 5 or in any agreement, certificate, document or of other instrument papers delivered by the Buyer pursuant to this AgreementSection 5 or 7.

Appears in 1 contract

Samples: Stock Purchase Agreement (THQ Inc)

Obligation of the Buyer to Indemnify. The (a) Subject to the time and other limitations contained in Section 9 and Section 10.4, the Buyer agrees to indemnify, defend and hold harmless the Sellers Seller from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, representation or warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this Agreement.;

Appears in 1 contract

Samples: Asset Purchase Agreement (Ivex Packaging Corp /De/)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers from and against any all Losses based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument documents delivered by the Buyer pursuant to this Agreement, and (ii) claims arising from the operation of the business of the Company after the Closing Date that are not based upon, related to or arise from any breach of any representation, warranty or covenant of the Sellers in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or any breach warranty of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any agreement, certificate, document covenant or other instrument delivered by the Buyer pursuant to agreement contained in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Computer Software Innovations Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to shall indemnify, defend and hold harmless the Sellers Seller from and against any Losses based upon, arising out of or otherwise in respect of (a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument Documents delivered by the Buyer pursuant to this AgreementAgreement or (b) any Assumed Liability.

Appears in 1 contract

Samples: Asset Purchase Agreement (Playtex Products Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to shall indemnify, ------------------------------------ defend and hold harmless the Sellers Seller and its directors, officers, employees, affiliates and assigns from and against any Losses based upon, arising out of or otherwise in respect of due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument writing delivered by the Buyer pursuant to this Agreementhereto.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Directcom Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers from and against any all Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument Documents delivered by the Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commodore Media Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers Company and Principal Stockholders from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this AgreementSection 4.

Appears in 1 contract

Samples: Stock Purchase Agreement (THQ Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers Seller from and against any all Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or any breach of any representation, warranty, covenant or agreement warranty of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered (ii) breach by the Buyer pursuant to of any covenant or agreement contained in this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Loton, Corp)

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Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers Seller (and any of its officers, directors, employees, members, Affiliates, successors and assignees) from and against any Losses actually incurred by any of them based upon, arising out of due to or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this Agreement.of:

Appears in 1 contract

Samples: Asset Purchase Agreement (Polo Ralph Lauren Corp)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Company and the Sellers from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase and Redemption Agreement (Neff Corp)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers Seller from and against any all Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument documents delivered by the Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Triarc Companies Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers from and against any Losses losses, liability or damage based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or covenant, agreement or, provided the Sellers have satisfied all their obligations under this Agreement, the obligation to pay the Consideration, of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant Agreement. 8.03. Notice and Opportunity to this AgreementDefend 8.03.01.

Appears in 1 contract

Samples: Share Transfer Agreement (Ticketmaster)

Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers Seller from and against any all Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)

Obligation of the Buyer to Indemnify. The Buyer agrees to shall indemnify, defend and hold harmless the Sellers Seller (and its directors, officers, employees, affiliates, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of of: (a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument Documents delivered by the Buyer pursuant to this Agreement.; or (b) any

Appears in 1 contract

Samples: Asset Purchase Agreement (Big Smith Brands Inc)

Obligation of the Buyer to Indemnify. The Subject to the limitations in this Agreement, the Buyer agrees to indemnify, defend and hold harmless the Sellers (and their respective agents, attorneys, affiliates, heirs, representatives, successors and assigns) (“Sellers’ Indemnitees”) from and against any Losses based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in (ii) any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this AgreementAssumed Liability.

Appears in 1 contract

Samples: Purchase and Sale Agreement (TRUEYOU.COM)

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