Common use of Seller’s Agreement to Indemnify Clause in Contracts

Seller’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following: (a) a breach of any representation or warranty made by any Seller pursuant to this Agreement in Article IV; (b) a breach of any covenant contained in or made by Seller pursuant to this Agreement in Article VIII; (c) liabilities, obligations, or claims related to the Purchased Assets arising out of facts, conditions or circumstances occurring prior to the Closing Date; and (d) any claim or liability for brokerage commissions or finder’s fees incurred by reason of any action taken by Seller. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the “Buyers’ Indemnified Losses”.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Eco Science Solutions, Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.), Asset Purchase Agreement (Separation Degrees - One, Inc.)

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Seller’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following: (a) a breach of any representation or warranty made by any Seller pursuant to this Agreement in Article IV; (b) a breach of any covenant contained in or made by Seller pursuant to this Agreement in Article VIII; (c) liabilities, obligations, or claims related to the Purchased Assets arising out of facts, conditions or circumstances occurring prior to the Closing Date; and (d) any claim or liability for brokerage commissions or finder’s 's fees incurred by reason of any action taken by Seller. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the "Buyers' Indemnified Losses".

Appears in 1 contract

Samples: Asset Purchase Agreement (Separation Degrees - One, Inc.)

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Seller’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Seller agrees Sellers agree to indemnify, defend and hold harmless BuyerBuyers, their officers, employees, directors, and agents from and against all Damages to which Buyer Buyers become subject as a result of, arising out of, or based on any of the following: (a) a breach of any representation or warranty made by any Seller Sellers pursuant to this Agreement in Article IV; (b) a breach of any covenant contained in or made by any Seller pursuant to this Agreement in Article VIII; (c) liabilities, obligations, or claims related to the Purchased Assets arising out of facts, conditions or circumstances occurring prior to the Closing Date; and (d) any claim or liability for brokerage commissions or finder’s fees incurred by reason of any action taken by SellerSellers. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the “Buyers’ Indemnified Losses”.

Appears in 1 contract

Samples: Asset Purchase Agreement (Live Event Media, Inc.)

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