Common use of Purchaser Indemnification Clause in Contracts

Purchaser Indemnification. Purchaser shall indemnify Seller and its agents, successors and assigns (the "Seller Indemnified Parties") and hold the Seller Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (a) the failure of any representation or warranty of Purchaser set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Purchaser under this Agreement; (c) the Assumed Liabilities; and (d) the ownership and operation of the Assets following the Applicable Closing.

Appears in 2 contracts

Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)

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Purchaser Indemnification. Purchaser shall indemnify each Seller and its his or her agents, successors and assigns (the "Seller Indemnified Parties") and hold the each Seller Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (a) the failure of any representation or warranty of Purchaser set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Purchaser under this Agreement; (c) the Assumed Liabilities; and (d) the ownership and operation of the Assets following or Interests after the Applicable Closing.; and

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Clearwire Corp), Membership Interest Purchase Agreement (Clearwire Corp)

Purchaser Indemnification. Purchaser shall indemnify Seller and its his agents, successors and assigns (the "Seller Indemnified Parties") and hold the Seller Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (a) the failure of any representation or warranty of Purchaser set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Purchaser under this Agreement; (c) the Assumed Liabilities; and (d) the ownership and operation of the Assets following the Applicable Closing.

Appears in 2 contracts

Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)

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Purchaser Indemnification. Purchaser shall indemnify Seller and Seller, its managers, members, officers, employees, agents, successors and assigns (the "Seller Indemnified Parties") and hold the Seller Indemnified Parties harmless from and against any and all Damages based upon, attributable to or resulting from: (a) the failure of any representation or warranty of Purchaser set forth in this Agreement, or any representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the dates made; (b) the breach of any covenant or other agreement on the part of Purchaser under this Agreement; (c) the Assumed Liabilities; and (d) the ownership and operation of the Assets following the Applicable Closing.

Appears in 2 contracts

Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)

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