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:
Appears in 10 contracts
Samples: Business and Asset Purchase Agreement (B2Digital, Inc.), Agreement (B2Digital, Inc.), Asset Purchase Agreement (Digital Turbine, Inc.)
Seller’s Indemnification. Seller hereby agrees to shall indemnify, defend, and hold Purchaser and harmless Purchaser, its successors or assigns, directors, members, managers, partners, and their respective officers, employees, consultants, agents and authorized representatives harmless (collectively, "Purchaser Protected Parties") from and against any and all claimsliability, liabilitiesloss, obligationscost, costs, taxes, fees, wages, financial obligations, and expenses of every kindclaim or expense, including reasonable attorney fees, whether known or unknown, arising out of or related to:attorney's and accountant's fees and
Appears in 2 contracts
Samples: Merchant Asset Purchase Agreement (Paymentech Inc), Merchant Asset Purchase Agreement (Paymentech Inc)
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, and hold Purchaser Buyer Parties and its assigns, their respective directors, members, managers, partners, officers, principals, shareholders, agents, successors, and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligationsexpenses, and expenses of every kind, including reasonable attorney feesfees (collectively, whether known or unknown, “Damages”) arising out of or related to:
Appears in 2 contracts
Samples: License and Acquisition Agreement (Canbiola, Inc.), Asset Purchase Agreement (Canbiola, Inc.)
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, defend and hold Purchaser Buyer and its assigns, directors, members, managers, partners, officers, and authorized representatives Affiliates harmless from and against any and all claimsloss, liabilitiescost, obligationsLiability, costsTax, taxes, fees, wages, financial obligations, damage and expenses of every kind, (including reasonable attorney feeslegal and other expenses incident thereto) resulting from breach of Seller's representations, whether known warranties, covenants or unknown, arising out of agreements (without reference to any "materiality" limiting or related to:qualifying contained therein) contained in this Agreement or any instruments delivered in connection herewith.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Granite Broadcasting Corp), Stock Purchase Agreement (Granite Broadcasting Corp)
Seller’s Indemnification. To the maximum extent permitted by law, Seller hereby agrees to indemnify, shall defend, indemnify and hold Purchaser harmless Buyer and its assignsaffiliates and each of their respective directors, directorsofficers, employees, shareholders, members, managers, partners, officersagents and representatives (collectively, and authorized representatives harmless the “Buyer Indemnified Parties”) 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, Claims to the extent arising out of or related toof:
Appears in 2 contracts
Samples: Continental Building Products, Inc., Continental Building Products, Inc.
Seller’s Indemnification. (a) Seller hereby agrees to indemnify, defend, indemnify and hold Purchaser and Buyer, its assignsAffiliates, officers, directors, membersemployees, managersagents, partners, officerssuccessors, and authorized representatives harmless assigns, and related entities from and against to reimburse them for, any and loss, cost, expense, damage, liability, or claim (including, without limitation, all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknownLegal Fees) relating to, arising out of of, based upon, or related toresulting from:
Appears in 2 contracts
Samples: Continuing Loan Purchase Agreement (Austin Funding Com Corp), Continuing Loan Purchase Agreement (Westmark Group Holdings Inc)
Seller’s Indemnification. Seller hereby agrees to shall indemnify, defend, and hold Purchaser harmless Buyer and its assignsofficers, directors, membersemployees, managersagents, partners, officers, successors and authorized representatives harmless assigns from and against any and all losses, claims, actions, costs, liabilities, obligationsexpenses, costsfines, taxes, fees, wages, financial obligationsdamages, and expenses of every kindother relief or penalties it or they may suffer (including, including but not limited to, reasonable attorney fees, whether known or unknown, attorneys' fees and expenses) arising out of of, relating to, or related toresulting from:
Appears in 2 contracts
Samples: Production Services Agreement (HeartWare LTD), Production Services Agreement (HeartWare LTD)
Seller’s Indemnification. (a) Seller hereby agrees to indemnify, defend, indemnify and hold Purchaser and harmless Buyer, its assignsAffiliates, the Successor Servicer, officers, directors, membersemployees, managersagents, partners, officerssuccessors, and authorized representatives harmless assigns, and related entities from and against to reimburse them for, any and all claimsloss, liabilitiescost, obligationsexpense, costsdamage, taxesliability, feesclaim or Legal Fees (including, wageswithout limitation, financial obligations, and expenses legal fees incurred in connection with the enforcement of every kind, including reasonable attorney fees, whether known or unknownthe Seller's indemnification obligation under this Section 10.1) relating to, arising out of of, based upon, or related toresulting from:
Appears in 1 contract
Seller’s Indemnification. In addition, Seller hereby agrees to indemnify, defend, shall indemnify and hold Purchaser Buyer and its assigns, directors, membersaffiliates, managers, partners, officers, employees, agents, successors and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses Claims related to defending any challenges raised with respect to Seller’s Retained Consent Franchise or the transactions described in Section 6.14(a) of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:the Purchase Agreement as applied to such Retained Consent Franchise.
Appears in 1 contract
Samples: Retained Franchise Management Agreement (Atlantic Broadband Management, LLC)
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, defend and ------------------------- hold Purchaser and its assignsofficers, directors, membersemployees, managersagents, partners, officers, consultants and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and losses or expenses of every kind, (including reasonable attorney attorney's fees, whether known ) resulting from or unknown, arising out of breach by Seller of any of his representations, warranties, covenants or related to:obligations under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Madison Ave Holdings Inc)
Seller’s Indemnification. Seller hereby agrees to indemnify, defendshall indemnify and hold harmless Buyer, and hold Purchaser and its assignsofficers, directors, membersshareholders, managersagents, partnerssuccessors and assigns, officers, and authorized representatives harmless from and against any and all demands, claims, losses, costs, fines, liabilities, obligationsdamages (direct or indirect) (including, costswithout limitation, taxesany damages or injury to persons, fees, wages, financial obligations, property or the environment) and expenses (including, without limitation, reasonable legal and accounting fees and other expenses incurred in the investigation and defense of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related toclaims and actions) (hereinafter collectively called “Liability”) in connection with:
Appears in 1 contract
Samples: Escrow Agreement (Entrade Inc)
Seller’s Indemnification. Seller hereby agrees Sellers agree to indemnify, defend, and hold harmless Purchaser and its nominees, successors, assigns, officers, directors, members, managers, partners, officersagents, and authorized representatives harmless employees from and against any and all liabilities, claims, liabilitiescauses of action, obligationspenalties, costscosts and expenses, taxes, fees, wages, financial obligations, and expenses of every kindany kind or nature whatsoever, including reasonable attorney fees, whether known or unknownbut not limited to attorneys’ fees and court costs, arising out of of, resulting from or related torelating to the following:
Appears in 1 contract
Samples: Purchase and Sale Agreement
Seller’s Indemnification. 17.2.1 The Seller hereby agrees to indemnify, defend, and hold Purchaser and the Buyer, its assigns, directors, members, managers, partners, officerssuccessors, and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligationsexpenses, and expenses of every kind, including reasonable attorney feesfees (collectively, whether known or unknown, “Damages”) arising out of or related to:
Appears in 1 contract
Seller’s Indemnification. Seller hereby agrees to shall indemnify, defend, and hold Purchaser harmless Buyer and its assignsofficers, directors, membersemployees, managersagents, partners, officers, successors and authorized representatives harmless assigns from and against any and all losses, claims, actions, costs, liabilities, obligationsexpenses, costsfines, taxes, fees, wages, financial obligationsdamages, and expenses other relief or penalties it or they may suffer (including, but not limited to, reasonable attorneys’ fees and expenses) as a result of every kindany claims, including reasonable attorney feesdemands, whether known actions or unknown, arising out other proceedings made or instituted by any third party against any of or related tothem and to the extent resulting from:
Appears in 1 contract
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, indemnify and hold Purchaser Buyer, its successors and its assigns, directors, members, managers, partners, officers, and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, taxes, fees, wages, financial obligations, expenses and expenses of every kinddisbursements, including reasonable attorney feesattorneys’ fees and expenses, whether known of whatsoever kind and nature, imposed on, incurred by or unknownasserted against any of them in any way relating to, arising out of or related toresulting from the following:
Appears in 1 contract
Samples: Asset Purchase Agreement (Veri-Tek International, Corp.)
Seller’s Indemnification. Seller hereby agrees to shall indemnify, defend, and hold Purchaser harmless Buyer and its assignsofficers, directors, membersemployees, managersagents, partners, officers, successors and authorized representatives harmless assigns from and against any and all losses, claims, actions, costs, liabilities, obligationsexpenses, costsfines, taxes, fees, wages, financial obligationsdamages, and expenses of every kindother relief or penalties it or they may suffer (including, including but not limited to, reasonable attorney fees, whether known or unknown, attorneys' fees and expenses) arising out of of, relating to, or related to:resulting from, directly or indirectly,
Appears in 1 contract
Samples: Development and Production Agreement (Possis Medical Inc)
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, defend and hold Purchaser and its assignsofficers, directors, membersemployees, managersagents, partners, officers, consultants and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and losses or expenses of every kind, (including reasonable attorney attorney’s fees, whether known ) resulting from or unknown, arising out of breach by Seller of any of its representations, warranties, covenants or related to:obligations under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aamaxan Transport Group, Inc.)
Seller’s Indemnification. Seller hereby agrees to shall indemnify, defend, protect, and hold harmless the Purchaser from, against and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against in respect of any and all claims, liabilitiesdemands, losses, costs, expenses, obligations, costsliabilities, taxesdamages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, wagesthat the Purchaser shall incur or suffer, financial obligationswhich arise, and expenses of every kindresult from, including reasonable attorney fees, whether known or unknown, arising out of or related relate to:
Appears in 1 contract
Samples: Asset Purchase Agreement (National Diversified Services Inc)
Seller’s Indemnification. 14.2.1 The Seller hereby agrees to indemnify, defend, and hold Purchaser and the Buyer, its assigns, directors, members, managers, partners, officerssuccessors, and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kindexpenses, including reasonable attorney fees, whether known or unknown(collectively, “Damages”) arising out of or related to:
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Schmitt Industries Inc)
Seller’s Indemnification. The Seller hereby agrees to indemnify, defend, indemnify and hold harmless the Purchaser and its affiliates, successors and assigns, officers and directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all liabilities or obligations, damages, losses, claims, liabilitiesencumbrances, obligations, costs, taxes, fees, wages, financial obligations, and costs or expenses of every kind, (including reasonable attorney attorneys' fees) of any nature, whether known or unknownabsolute, arising out of or related to:contingent or
Appears in 1 contract
Seller’s Indemnification. (a) Seller hereby agrees to indemnifyindemnify and hold Buyer, defendits Affiliates, and hold Purchaser and its assignstheir respective officers, directors, membersemployees, managersagents, partners, officerssuccessors, and authorized representatives harmless assigns, and related entities from and against to reimburse them for, any and loss, cost, expense, damage, liability, or claim (including, without limitation, all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknownLegal Fees) relating to, arising out of of, based upon, or related toresulting from:
Appears in 1 contract
Samples: Continuing Loan Purchase Agreement (United Panam Financial Corp)
Seller’s Indemnification. Seller hereby agrees to indemnify, defendshall indemnify and hold harmless the Buyer, and hold Purchaser its respective successors and its assigns, and their respective directors, members, managers, partners, officers, employees, agents and authorized representatives harmless (collectively, the “Buyer Group”), from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, costslosses, taxesdamages, fees, wages, financial obligations, costs and expenses of every kind, including reasonable attorney feesattorney’s fees and court costs (collectively, whether known or unknown“Claims”), arising out of, caused by or relating to any of or related tothe following:
Appears in 1 contract
Seller’s Indemnification. Seller hereby agrees agrees, at its own expense, to indemnify, defend, indemnify and hold Purchaser and harmless Buyer, its successors, assigns, directors, members, managers, partners, officers, agents and authorized representatives harmless employees, from and against any and all claimslosses, liabilitiesdamages or expenses, obligations, costs, taxes, including court costs and reasonable attorneys' fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known resulting from or unknown, arising out of or related to:the failure of the Product to meet the Specifications at the time of shipment to the Buyer.
Appears in 1 contract
Samples: Private Label Purchase Agreement (Vascular Solutions Inc)
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, indemnify and hold Purchaser and Buyer, its assignsofficers, directors, membersAffiliates and representatives (collectively, managers, partners, officers, and authorized representatives the "Buyer Indemnitees") each harmless from and against any and all claimsdamages, losses, liabilities, obligations, costs, taxes, fees, wages, financial obligations, claims or expenses (including court costs and expenses of every kind, including reasonable attorney fees, whether known attorneys' fees associated therewith) ("Damages") to the extent arising in any manner directly or unknown, arising out of indirectly from or related tocontributed to by:
Appears in 1 contract
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, indemnify and hold Purchaser Buyer and its assignsofficers, directors, membersAffiliates and representatives (collectively, managers, partners, officers, and authorized representatives the “Buyer Indemnitees”) harmless from and against any and all claimsdamages, losses, liabilities, obligations, costs, taxes, fees, wages, financial obligations, claims or expenses (including court costs and expenses of every kind, including reasonable attorney fees, whether known attorneys’ fees associated therewith) (“Damages”) to the extent arising in any manner directly or unknown, arising out of indirectly from or related tocontributed to by:
Appears in 1 contract
Seller’s Indemnification. (d) The Seller hereby agrees to indemnify, defend, and hold Purchaser and the Buyer, its assigns, directors, members, managers, partners, officerssuccessors, and authorized representatives assigns harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligationsexpenses, and expenses of every kind, including reasonable attorney feesfees (collectively, whether known or unknown, “Damages”) arising out of or related to:
Appears in 1 contract