Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") incurred by Seller which arise out of or result from a misrepresentation, breach of warranty, or breach of any covenant or agreement of Purchaser contained herein or in connection with the transactions contemplated hereby.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Wit Cornelis F), Stock Purchase Agreement (Wit Cornelis F), Stock Purchase Agreement (Wit Cornelis F)
Purchaser’s Indemnification Obligations. The Purchaser shall indemnify, defend indemnify and hold harmless the Seller from and against any and all demandsLosses incurred or suffered by the Seller based upon, claimsarising out of, actions or causes otherwise in respect of action, judgments, assessments, losses, liabilities, damages (i) any inaccuracies in or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") incurred by Seller which arise out of or result from a misrepresentation, any breach of warrantyany representation or warranty of the Purchaser contained in this Agreement, or (ii) any breach of any covenant or agreement of the Purchaser contained herein or in connection with the transactions contemplated herebythis Agreement.
Appears in 6 contracts
Samples: Share Exchange Agreement (Elys Game Technology, Corp.), Share Exchange Agreement (Newgioco Group, Inc.), Share Exchange Agreement (Newgioco Group, Inc.)
Purchaser’s Indemnification Obligations. Purchaser shall defend, indemnify, defend save and hold keep harmless Seller Seller, and its representatives, officers, directors, agents, employees, successors and assigns against and from and against any and all demands, claims, actions Damages sustained or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") incurred by Seller which arise any of them resulting from or arising out of or result from a misrepresentation, breach by virtue of warranty, any inaccuracy in or breach of any covenant representation and warranty made by Purchaser in this Agreement or agreement of Purchaser contained herein or in any closing document delivered to Seller in connection with the transactions contemplated herebythis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Biopharma Inc)
Purchaser’s Indemnification Obligations. Purchaser shall defend, indemnify, defend save and hold keep harmless Seller, Seller Parties and their respective representatives, officers, directors, agents, employees, successors and assigns against and from and against any and all demands, claims, actions Damages sustained or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") incurred by Seller which arise any of them resulting from or arising out of or result from a misrepresentation, breach by virtue of warranty, any inaccuracy in or breach of any covenant representation and warranty made by Purchaser in this Agreement or agreement of Purchaser contained herein or in any closing document delivered to Seller in connection with the transactions contemplated herebythis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Biopharma Inc)
Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend indemnify and hold harmless harmless, Seller and its Affiliates and their respective officers, directors and employees, from and against any and all demands, claims, actions Losses arising from or causes relating to: (i) the inaccuracy of action, judgments, assessments, losses, liabilities, damages any representation or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") incurred by Seller which arise out of or result from a misrepresentation, breach of warranty, or the breach of any covenant or agreement warranty of Purchaser contained herein in this Agreement or the Assignment and Assumption Agreement; or (ii) the failure by Purchaser to perform any of its covenants contained in connection with this Agreement or the transactions contemplated herebyAssignment and Assumption Agreement.
Appears in 1 contract
Purchaser’s Indemnification Obligations. Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller and Seller Parent and their respective officers, directors and employees from and against any and all demands, claims, actions Liability arising from or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements relating to the: (collectively, "Claims"a) incurred by Seller which arise out of or result from a misrepresentation, breach of warranty, inaccuracy or breach of any covenant representation or agreement warranty of Purchaser contained herein herein; or in connection with the transactions contemplated hereby(b) failure by Purchaser to perform any of its covenants, obligations, duties or agreements herein.
Appears in 1 contract
Samples: Brokered Deposit Purchase and Assumption Agreement (United Pan Am Financial Corp)