2Indemnification by Purchaser Clause Samples

2Indemnification by Purchaser. The Purchaser agrees to indemnify and hold each of Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and Controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses (including reasonable attorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, arising out of, or involving any Third Party claim, demand, action or proceeding to the extent arising out of (a) any breach of any [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ​ representation, warranty or certification made by Purchaser in, or pursuant to, any of the Transaction Documents (including certificates or other written documentation delivered thereunder), or (b) any breach or default by Purchaser in respect of any covenant or agreement made by Purchaser in any Transaction Document; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (i) that results from the gross negligence or willful misconduct of such Seller Indemnified Party, or (ii) to the extent resulting from acts or omissions of Purchaser or any of its Affiliates based upon the written instructions from any Seller Indemnified Party (unless Purchaser is otherwise liable for such Losses pursuant to the terms of this Agreement). Any amounts due to any Seller Indemnified Party hereunder shall be payable by Purchaser to such Seller Indemnified Party upon demand.

2Indemnification by Purchaser. Subject to the limitations set forth in this Article 11, from and after the Closing, Purchaser shall indemnify, defend, compensate, reimburse, and hold harmless Seller, its Subsidiaries, and their respective officers, directors, agents, employees and Affiliates (collectively, the “Seller Indemnified Persons”) from and against any and all Damages, including reasonable attorneys’ fees (collectively, “Seller Damages”), from third party claims arising out of, relating to or resulting from (a) any breach of a covenant of Purchaser contained in this Agreement, (b) any Assumed Liability; and (c) the possession, ownership, use, operation and management of the Purchased Assets or the Products by Purchaser (or its Affiliates) from and after the Closing.

2Indemnification by Purchaser. Subject to the limitations expressly set forth in this Article IX, Purchaser shall indemnify and hold harmless Seller from and against any and all Losses incurred by Seller arising from (a) any breach of the Purchaser Warranties, (b) any breach of any covenant of Purchaser set forth in this Agreement, (c) any fact in connection with any Excluded Liabilities and Excluded Assets (each as defined in the Non-Volt Business Transfer Agreement) with respect to the Non-Volt Business Transfer Agreement that arise after the Closing Date to the extent such Excluded Liabilities and Excluded Assets are not included in the scope of the Seller Warranties, and (d) any fact in connection with any Assumed Liabilities and Transferred Assets (as defined in the Volt Business Transfer Agreements) with respect to the Volt Business Transfer Agreements that arise after the Closing Date to the extent such Assumed Liabilities and Transferred Assets are not included in the scope of the Seller Warranties.

2Indemnification by Purchaser. Subject to the provisions of this Article IX, from and after the Closing, Purchaser shall indemnify the Seller and its Affiliates and each of their respective officers, directors representatives and employees (the “Seller Indemnitees”) from and against any and all Losses, actually suffered, incurred or sustained by a Seller Indemnitee, to the extent arising or resulting from any of the following: (a) any breach of any representation or warranty of Purchaser contained in this Agreement; (b) any breach or failure by Purchaser to perform any covenant of Purchaser contained in this Agreement; and (c) any Assumed Liability.

2Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, as supplemented or amended, if applicable, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any written information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use in the Registration Statement, and that such information was reasonably relied upon by the Company for use therein. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Purchaser in connection with any claim relating to this Section 5.2 and the amount of any damages the Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by the Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. ​

2Indemnification by Purchaser. Subject to the limitations set forth in this Article 13, from and after the Closing, Purchaser shall indemnify, defend and hold harmless the Seller Entities and their respective officers, directors, agents, employees and Affiliates (collectively, the “Seller Indemnified Persons”) from and against any and all Damages (collectively, “Seller Damages”), arising out of, relating to or resulting from (a) any breach of or inaccuracy in a representation or warranty of Purchaser contained in this Agreement; (b) any breach of a covenant of Purchaser contained in this Agreement; (c) any Assumed Liability; or (d) any Taxes related to the Purchased Assets for all Post-Closing Tax Periods (calculated in accordance with Section 11.3).

2Indemnification by Purchaser. Purchaser agrees to indemnify Sellers and the Principal and hold Sellers and the Principal harmless from any loss, damage or expense (including reasonable attorneys' fees) which Sellers or the Principal actually incur (to the extent not covered by insurance recoveries obtained), suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any agreement, representation or warranty of Purchaser contained in this Agreement occurring or developing during the period of survival of such agreement, representation or warranty including any claims by any third party alleging facts and circumstances which, if true, would constitute such inaccuracy or breach; (b) any assertion against Sellers or the Principal of any claim or liability of Purchaser accruing on or after the Closing Date or arising out of the operation of the Complex after the Closing Date or arising out of Purchaser's failure to satisfy the Assumed Obligations; (c) the assertion against Sellers or the Principal by any person, firm, governmental agency or corporation of any obligation or liability of Purchaser occurring after the Closing Date and thereafter occurred, including without limitation, tax claims or liabilities, or (d) any claim by Harper Sand & Rock and ▇▇▇ ▇uccessors, affiliates and assigns relating in any way to the diversion or alleged diversion of the Gila river channel as described in correspondence attached, see Schedule 6.12. Sellers and the Principal shall give Purchaser prompt written notice of any claim, suit or demand which they believe will give rise to indemnification by Purchaser under this paragraph; provided, however, that the failure to give such notice shall not affect the liability of Purchaser hereunder unless the failure to give such notice adversely and materially affects the ability of Purchaser to defend itself against a claim or to cure the breach or inaccuracy giving rise to the claim for indemnification on account thereof. Except as hereinafter provided, Purchaser shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the names of Sellers or the Principal at Purchaser's expense and with counsel of Purchaser's own choosing, which counsel shall be reasonably satisfactory to Sellers and the Principal. Sellers and the Principal shall, at Purchaser's expense, cooperate in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a cla...