Common use of Agreement by Buyer to Indemnify Clause in Contracts

Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold the Sellers and the Companies and each of their respective officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article IX, “Seller Indemnitees”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) arising out of or resulting from: (i) any breach of a representation,warranty or certification made by Buyer in Article IV of this Agreement, or in any other document or certificate delivered pursuant to this Agreement; or (ii) any breach of the covenants or agreements made by Buyer in this Agreement, or in any other document or certificate delivered pursuant to this Agreement; (collectively, “Seller Indemnifiable Damages” and together with the Buyer Indemnifiable Damages, the “Indemnifiable Damages”). Without limiting the generality of the foregoing, with respect to the measurement of Seller Indemnifiable Damages, the applicable Seller Indemnitee(s) shall have the right to be put in the same post-tax consolidated financial position as it would have been in had each of the representations and warranties of Buyer hereunder been true and correct and had the covenants and agreements of Buyer hereunder been performed in full.

Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold the Sellers Seller and the Companies and each of their respective officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article IXXI, “Seller Indemnitees”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) arising out of or resulting from: (i) any breach of a representation,, warranty or certification made by Buyer in Article IV of this Agreement, or in any other document or certificate delivered pursuant to this Agreement; or (ii) any breach of the covenants or agreements made by Buyer in this Agreement, or in any other document or certificate delivered pursuant to this Agreement; (collectively, “Seller Indemnifiable Damages” and together with the Buyer Indemnifiable Damages, the “Indemnifiable Damages”). Without limiting the generality of the foregoing, with respect to the measurement of Seller Indemnifiable Damages, the applicable Seller Indemnitee(s) shall have the right to be put in the same post-tax consolidated financial position as it would have been in had each of the representations and warranties of Buyer hereunder been true and correct and had the covenants and agreements of Buyer hereunder been performed in full.

Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold the Sellers and the Companies Company and each of their respective officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article IX, “Seller Indemnitees”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) arising out of or resulting from: (i) any breach of a any representation,, warranty or certification made by such Buyer in this Agreement, any Transaction Document or in any other document or certificate delivered pursuant to this Agreement or certification made by Buyer in Article IV of this Agreement, or in any other document or certificate delivered pursuant to this Agreement; or (ii) any breach of the covenants or agreements made by Buyer in this Agreement, or in any other document or certificate delivered pursuant to this Agreement; (collectively, “Seller Indemnifiable Damages” and together with the Buyer Indemnifiable Damages, the “Indemnifiable Damages”). Without limiting the generality of the foregoing, with respect to the measurement of Seller Indemnifiable Damages, the applicable Seller Indemnitee(s) shall have the right to be put in the same post-tax consolidated financial position as it would have been in had each of the representations and warranties of Buyer hereunder been true and correct and had the covenants and agreements of Buyer hereunder been performed in full.

Agreement by Buyer to Indemnify. Buyer agrees to protect, defend, indemnify and hold the Sellers and the Companies and each of their respective officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article IX, “Seller Indemnitees”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Seller to the extent resulting from or arising out of or resulting from: (ia) any breach of a representation,representation or warranty or certification made by Buyer in Article IV of this Agreement, or in any other document or certificate delivered pursuant to this Agreement; or , (iib) any breach of the covenants or agreements made by Buyer in this Agreement, Agreement or (c) any inaccuracy in any other document or certificate delivered by Buyer pursuant to this Agreement; Agreement (collectively, “Seller Indemnifiable Damages” and together with the Buyer Indemnifiable Damages, the “Indemnifiable Damages”). Without limiting the generality of the foregoing, foregoing with respect to the measurement of Seller Indemnifiable Damages, the applicable Seller Indemnitee(s) shall each have the right to be put in the same postpre-tax consolidated financial position as it would have been in had each of the representations and warranties of Buyer hereunder been true and correct and had the agreements and covenants and agreements of Buyer hereunder been performed in full. The aggregate liability of Buyer under this Article VIII shall be limited to the aggregate amount of the Purchase Price.