Common use of Agreement of Purchaser to Indemnify Seller Clause in Contracts

Agreement of Purchaser to Indemnify Seller. Subject to the terms and conditions of this Article 9, Purchaser agrees to indemnify, defend, and hold harmless Seller and its officers, directors, shareholders, members, employees and agents (collectively, the "Seller Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Seller Indemnitees by reason of, resulting from, based upon, or arising out of: (a) the breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate or Schedule furnished by Purchaser in connection herewith or therewith; (b) the breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document; and (c) any (i) Assumed Liability and (ii) liability arising out of the operation of the Automotive Business by Purchaser after the Closing Date, except for any liability against which Purchaser is entitled to indemnification pursuant to Section 9.1.

Agreement of Purchaser to Indemnify Seller. Subject to the ------------------------------------------ terms and conditions of this Article 914, Purchaser agrees to indemnify, defend, and hold harmless Seller and its officers, directors, shareholders, members, and employees and agents (collectively, the "Seller Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Seller Indemnitees by reason of, resulting from, based upon, or Indemnities arising out of: (a) the breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate certificate, Schedule, or Schedule Exhibit furnished by Purchaser in connection herewith or therewith; (b) the breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document; and (c) any (i) Assumed Liability and (ii) liability arising out of the operation of the Automotive Business by Purchaser after the Closing Date, except for any liability against which Purchaser is entitled to indemnification pursuant to Section 9.1Liability.

Agreement of Purchaser to Indemnify Seller. Subject to the terms and conditions of this Article 9V, Purchaser agrees to indemnify, defend, defend and hold harmless Seller and its officers, directors, shareholders, membersother affiliates, employees and agents (collectively, the "“Seller Indemnitees"”) from, against, for, for and in respect of any and all Losses asserted against, relating to, imposed upon, upon or incurred by the Seller Indemnitees by reason of, resulting from, based upon, upon or arising out of: (a) the breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate or Schedule furnished by Purchaser in connection herewith or therewithAncillary Document; (b) the breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement or any Ancillary Document, other Acquisition than any Standalone Ancillary Document; and (c) any (i) Assumed Liability and (ii) liability arising out of the operation of the Automotive Business by Purchaser after the Closing Date, except for any liability against which Purchaser is entitled to indemnification pursuant to Section 9.1Liability.

Agreement of Purchaser to Indemnify Seller. Subject to the terms and conditions of this Article 9VI, Purchaser agrees to indemnify, defend, defend and hold harmless Seller and its officers, directors, shareholders, membersother affiliates, employees and agents (collectively, the "“Seller Indemnitees") ”), on a dollar for dollar basis, from, against, for, for and in respect of any and all Losses asserted against, relating to, imposed upon, upon or incurred by the Seller Indemnitees by reason of, resulting from, based upon, upon or arising out of: (a) the breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate or Schedule furnished by Purchaser in connection herewith or therewithAncillary Document; (b) the breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Ancillary Document; andor (c) any (i) Assumed Liability and (ii) liability arising out of the operation of the Automotive Business by Purchaser after the Closing Date, except for any liability against which Purchaser is entitled to indemnification pursuant to Section 9.1Liability.