Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify and hold harmless each Seller from and against any and all Losses incurred or suffered by any such person arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty or covenant of the Purchaser contained in this Agreement or any certificate or other document delivered by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Skyepharma PLC), Stock Purchase Agreement (Astralis LTD)

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify indemnify, defend, and hold harmless each Seller the Corporation and the Vendors from and against any and all Losses incurred or suffered by any such person claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from, by reason out of or in connection with relating to: (a) any misrepresentation or breach of any representation, warranty warranty, covenant, or covenant agreement of the Purchaser contained in this Agreement or any certificate or other document delivered by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement

Indemnification by the Purchaser. The Purchaser hereby agrees to shall indemnify and hold harmless each Seller the Company from and against any and all Losses Damages sustained or incurred or suffered by any such person arising from, the Company by reason of or in connection with any misrepresentation or the breach of any representation, warranty or covenant of the Purchaser contained in this Agreement obligations, covenants or provisions of, or the inaccuracy of any certificate of the representations or other document delivered by warranties made by, the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreementherein.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Health Fitness Physical Therapy Inc), Purchase and Sale Agreement (Health Fitness Physical Therapy Inc)

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify shall indemnify, defend and hold harmless each Seller the Limited Partner and the Company and its partners, agents and employees from and against any and all Losses Damages asserted against, imposed upon or incurred by the Limited Partner or suffered by any such person arising fromthe Company, directly or indirectly, by reason of or in connection with resulting from (a) any misrepresentation or breach of any representation, warranty or covenant the representations and warranties of the Purchaser contained in or made in connection with this Agreement Agreement; or (b) any certificate or other document delivered noncompliance by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights with any covenants, agreements or undertakings of each Seller to bring an action against the Purchaser for breach of any term of contained in or made in connection with this Agreement.

Appears in 2 contracts

Sources: Option Agreement (Paxson Communications Corp), Option Agreement (Paxson Communications Corp)

Indemnification by the Purchaser. The Purchaser hereby agrees to shall indemnify the Vendor, its directors, officers, shareholders and representatives against, and hold them harmless each Seller from and against from, any and all Losses Damages suffered or incurred or suffered by any such person Person arising from, by reason of relating to or otherwise in connection with respect of: (a) any misrepresentation or breach of any representation, representation or warranty or of the Purchaser contained in this Agreement; and (b) any breach of any covenant of the Purchaser contained in this Agreement or any certificate or other document delivered by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 2 contracts

Sources: Agreement for Sale and Assignment of Rights, Agreement for Sale and Assignment of Rights (NPS Pharmaceuticals Inc)

Indemnification by the Purchaser. The From and after the Closing Date, the Purchaser hereby agrees to shall indemnify and hold harmless each the Seller from and their respective directors, officers, stockholders and Affiliates against any and all Losses Damages incurred or suffered sustained by any such person Person resulting from or arising from, by reason of or in connection with any misrepresentation or out of: (i) the breach of any representation, representation or warranty of Purchaser contained in this Agreement or in any Related Agreement; (ii) any breach of any agreement or covenant of the Purchaser contained in this Agreement or in any certificate or other document delivered by the Related Agreement; and (iii) any Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.Liabilities;

Appears in 1 contract

Sources: Asset Purchase Agreement (Transtexas Gas Corp)

Indemnification by the Purchaser. The Purchaser hereby agrees to shall indemnify and hold harmless each Seller the Shareholders from and against any and all Losses Damages sustained or incurred or suffered by any such person arising from, the Shareholders by reason of or in connection with any misrepresentation or the breach of any representation, warranty or covenant of the Purchaser contained in this Agreement obligations, covenants or provisions of, or the inaccuracy of any certificate of the representations or other document delivered by warranties made by, the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreementherein.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Health Fitness Physical Therapy Inc)

Indemnification by the Purchaser. The Purchaser hereby agrees to shall indemnify and hold the Company and each of its employees, directors, officers and agents harmless each Seller from and against any and all Losses losses, claims, damages or liabilities whatsoever (including legal fees and expenses) incurred or suffered by any such person of them resulting from or arising from, by reason out of or in connection with any misrepresentation or material breach of any representation, warranty warranty, covenant or covenant agreement of the Purchaser contained in this Agreement or any certificate or other document delivered by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Depotech Corp)

Indemnification by the Purchaser. The Purchaser hereby agrees to shall indemnify the Vendor, its directors, officers, shareholders and representatives against, and hold them harmless each Seller from and against from, any and all Losses Damages suffered or incurred or suffered by any such person Person arising from, by reason of relating to or otherwise in connection with respect of: any misrepresentation or breach of any representation, representation or warranty or of the Purchaser contained in this Agreement; and any breach of any covenant of the Purchaser contained in this Agreement or any certificate or other document delivered by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 1 contract

Sources: Agreement for Sale and Assignment of Rights (NPS Pharmaceuticals Inc)

Indemnification by the Purchaser. The Purchaser hereby agrees to shall indemnify and hold harmless each Seller the Company and its directors, officers, employees, affiliates and agents, at all times from and after the First Closing, against and in respect of losses arising from or relating to (i) any and all Losses incurred or suffered by any such person arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty or covenant of the representations or warranties made by the Purchaser contained in this Agreement or and (ii) any certificate or other document delivered breach of the covenants and agreements made by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 1 contract

Sources: Investment Agreement (Wildblue Communications Inc)

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify shall indemnify, ------------------------------------------ save and hold harmless each Seller the Seller, and the Seller's officers, employees, directors, accountants, auditors, attorneys, partners, agents and other representatives, from and against any and all Losses Damages incurred or suffered by any such person arising from, by reason of or in connection with or arising out of or resulting from any misrepresentation breach of any covenant or breach warranty, or the inaccuracy of any representation, warranty or covenant of the Purchaser contained in this Agreement or any certificate or other document delivered made by the Purchaser under this Agreement. This indemnification provision shall be in addition or pursuant to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Universal Broadband Communications Inc)

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify shall defend and hold harmless each Seller the Company, its affiliates and all officers, directors, employees and agents thereof against and from and against any and all Losses incurred claims, costs, awards, or suffered by damages of any such person kind or nature, including attorney fees and related expenses, based upon, arising from, by reason out of or in connection with any misrepresentation or way related to (a) Any breach of the representations and warranties of the Purchaser in this Agreement; or (b) Any breach of any representationcovenant, warranty agreement or covenant obligation of the Purchaser contained in this Agreement or any certificate or other document delivered by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Genomic Solutions Inc)

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify shall indemnify, defend and hold the Seller and its affiliates harmless each Seller from and against any and all Losses incurred in respect of losses or suffered by any such person expenses that he may incur or suffer arising from, out or by reason of or of, in connection with or due to: (i) any misrepresentation breach or breach inaccuracy of any representation, representation or warranty or covenant of the Purchaser contained in this Agreement Agreement; or (ii) any certificate or other document delivered by the Purchaser under this Agreement. This indemnification provision shall be in addition to the rights of each Seller to bring an action against the Purchaser for breach of or noncompliance with any term covenant or agreement of the Company or the Seller contained in this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Verus International, Inc.)

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify shall indemnify, save -------------------------------------- and hold harmless each Seller the Seller, and the Seller's officers, employees, directors, accountants, auditors, attorneys, partners, agents and other representatives, from and against any and all Losses Damages incurred or suffered by any such person arising from, by reason of or in connection with or arising out of or resulting from any misrepresentation breach of any covenant or breach warranty, or the inaccuracy of any representation, warranty or covenant of the Purchaser contained in this Agreement or any certificate or other document delivered made by the Purchaser under this Agreement. This indemnification provision shall be in addition or pursuant to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Universal Broadband Communications Inc)

Indemnification by the Purchaser. The Purchaser hereby agrees to defend, indemnify and hold harmless each Seller any Shareholder from and against any and all Losses incurred or suffered by any such person Losses, arising from, by reason out of or in connection with any misrepresentation or (i) breach of any representation, representation or warranty or covenant of any misrepresentation made by the Purchaser contained in this Agreement or in any certificate other Transaction Document; or other document delivered by (ii) breach of covenant, agreement or undertaking of the Purchaser under in this Agreement. This indemnification provision shall be Agreement or in addition to the rights of each Seller to bring an action against the Purchaser for breach of any term of this Agreementother Transaction Document.

Appears in 1 contract

Sources: Merger Agreement (Sally Beauty Holdings, Inc.)