Seller's and Shareholders' Indemnification Sample Clauses

Seller's and Shareholders' Indemnification. Sellers and Shareholder, jointly and severally, will indemnify and save harmless Purchaser and Waterlink and their respective subsidiaries, shareholders, directors, officers, employees and agents from any and all costs, expenses, losses, damages and liabilities incurred or suffered, directly or indirectly, by any of them (including, without limitation, reasonable legal fees and expenses) (collectively, the "damages") resulting from or attributable to (a) the breach of, or misstatement in, any one or more of the representations or warranties of Sellers or Shareholder made in or pursuant to this Agreement, (b) any claims, demands, suits, investigations, proceedings or actions by any third party containing or relating to allegations that, if true, would constitute a breach of, or misstatement in, any one or more of the representations or warranties of Sellers or Shareholder made in or pursuant to this Agreement, (c) Sellers' treatment, transport, recycling, storage or disposal, or any arrangement for any of same, done or made prior to the Closing, of any Contaminant generated and transported off-site from any facility owned or operated by any Seller or any of its predecessors, (d) any and all obligations, debts or other liabilities of Sellers not expressly assumed by Purchaser pursuant to this Agreement, or (e) any and all obligations of Purchaser to withhold a portion of the purchase price to satisfy the requirements of any applicable laws of any jurisdiction, federal, state or local. Purchaser will be entitled to set off against any payments due under the Promissory Notes the amount of such costs, expenses, losses, damages and liabilities, and, to the extent not in a liquidated amount, then in an amount reasonably and in good faith estimated by Purchaser.
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Seller's and Shareholders' Indemnification. From and after the Closing Date, the Seller and each Shareholder shall, jointly and severally, indemnify and hold harmless the Purchaser and any of the Purchaser's Affiliates, and each Person who controls (within the meaning of the Securities Act) the Purchaser or any such Affiliate, and each of their respective directors, officers, employees and agents and the successors and assigns and executors and estates of any of the foregoing (collectively, the "Purchaser Indemnified Parties"), from and 56 against all Indemnifiable Losses that may imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of:
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Seller's and Shareholders' Indemnification. The Sellers and Shareholders agree to pay, defend, indemnify, reimburse and hold harmless the Buyer and the Buyer’s directors, officers, agents and employees (the “Buyer Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation, expense or cost (including interest, reasonable legal fees, and expenses of litigation and attorneys fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Buyer Indemnified Parties and which results from: (a) any breach or default in any representation or warranty set forth in this Agreement or in the performance by the Sellers or the Shareholders of any covenant or obligation set forth in this Agreement which is not cured as provided in paragraph 14 of this Agreement; and (b) any claims, demands, violations, actions, assessments, taxes, penalties, fines, costs, expenses, obligations or other liabilities with respect to the ownership, operation or maintenance of the Business or the Assets prior to the Time of Transfer. Pharmacy Purchase Agreement Parkway Drugs
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Seller's and Shareholders' Indemnification. From and after the Closing Date, Seller and Shareholders shall and do hereby jointly and severally indemnify and hold Purchaser harmless from and against the following:
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Seller's and Shareholders' Indemnification. The Seller and the Shareholder, jointly and severally, hereby agree to defend, indemnify and hold harmless the Purchaser, Global and each of their affiliates, successors and assigns, shareholders, officers, directors and employees, from and against any liabilities or obligations, damages, losses, claims, encumbrances, costs or expenses (including reasonable attorneys' fees) of any nature, whether absolute, contingent or otherwise, and whether arising at law or in equity (any or all of the foregoing herein referred to as a "Loss"), to the extent that a Loss (or actions in respect thereof) arises out of or is based upon (i) any misrepresentation or breach of any of the representations and warranties made by the Seller and/or the Shareholder in this Agreement or in any certificate, schedule, exhibit or other document made or delivered by or on behalf of the Seller and/or the Shareholder pursuant to this Agreement, including, but not limited to, the Deed; or (ii) the breach of any of the covenants or agreements of the Seller and the Shareholder contained in this Agreement or in any certificate, schedule, exhibit or other document made or delivered by or on behalf of the Seller and/or the Shareholder pursuant to this Agreement, including, but not limited to, the Deed; or (iii) any of the Excluded Liabilities; or (iv) the conduct of the Seller's business prior to the Closing Date (except to the extent arising out of the Assumed Liabilities).
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Seller's and Shareholders' Indemnification. (a) Notwithstanding the investigation by the Purchaser, its attorneys or any of its agents or representatives, the representations, warrants and covenants of the Seller and the Shareholder set forth in this Agreement and the liabilities of the Seller and the Shareholder with respect thereto, shall survive for a period of two (2) years, at which time they shall expire, except as follows: (i) the representations, warranties and covenants set forth in Section 1.2, Section 1.3, Section 2.2, Sections 6.1(a), (b), (the first sentence of (h)), (the last sentence of (j)), (m), and (cc), Section 7.1, Section 7.2, and Section 7.12 and Article IX (including Section 9.1(b)(iv)) hereof shall survive the Closing without limitation of time and shall not expire; (ii) the representations and warranties contained in Section 6.1(n) shall survive the Closing until any underlying tax obligation is barred by all applicable limitations periods under applicable law (as such periods may be extended by waiver), at which time they shall expire and (iii) any covenant contained in this Agreement that provides for a specific duration shall survive the Closing for the period so specified, at which time it shall expire. Notwithstanding the preceding sentence, any representation, warranty or covenant in respect of which indemnity may be sought under Section 9.1(b) below shall survive the time at which it would otherwise terminate pursuant to such sentence, if notice of the inaccuracy, breach or nonperformance giving rise to such indemnity shall have been given to the Seller or the Shareholder prior to the time that it otherwise would have terminated.
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Seller's and Shareholders' Indemnification. 12.2.1 Seller and Shareholders each hereby agree to indemnify and hold Buyer, its successors and assigns harmless from and against:
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Seller's and Shareholders' Indemnification 
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Related to Seller's and Shareholders' Indemnification

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Indemnification of Sellers Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

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