Common use of Buyer Indemnification Clause in Contracts

Buyer Indemnification. Subject to the terms and conditions of this Article IX, the Buyer agrees to indemnify and hold harmless the Sellers, their officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") from and against Losses imposed upon or incurred by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 is hereinafter referred to individually as a "Sellers Claim" and collectively as the "Sellers Claims".

Buyer Indemnification. Subject to the terms limitations set forth in this Section 9, from and conditions of this Article IXafter the Closing Date, the Buyer agrees to shall protect, defend, indemnify and hold harmless the SellersSeller and Seller’s Affiliates, their officers, directors, shareholders employees, representatives and Affiliates and the successors and assigns of agents (each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") from and against Losses imposed upon or incurred by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 foregoing Persons is hereinafter referred to individually as a "Sellers Claim" “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages that any of the "Sellers Claims"Seller Indemnified Persons incurs (i) by reason of or in connection with any misrepresentation or breach of any of the representations and warranties of the Buyer contained in this Agreement, (ii) resulting from any failure to fulfill or observe any covenant or agreement made herein by the Buyer, (iii) that is attributable, in whole or in part, and to the extent that it is attributable, to the operation of the Business or the ownership of the Purchased Assets after the Closing Date, (iv) any assertion against Seller Indemnified Person of any claim or liability constituting an Assumed Liability, or (v) by reason of or in connection with Seller’s observation of the agreements with respect to confidential treatment of the Revenue Payments set forth in Section 7.2.9. Notwithstanding the foregoing, the Buyer shall have no indemnification, defense or hold harmless obligation to any Seller Indemnified Person for Taxes that arise from and are created by the transactions contemplated by this Agreement. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Seller.

Buyer Indemnification. Subject to each of the terms and conditions of applicable limitations set forth in this Article IXV, the Buyer agrees to Xxxxx shall, and cause its Subsidiaries to, jointly and severally, indemnify Sellers and hold harmless the Sellerstheir respective Affiliates and their respective directors, their managers, members, officers, directorsemployees, shareholders and Affiliates and the successors and assigns of (each, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) and hold each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") harmless from and against and pay on behalf of or reimburse such Seller Indemnified Parties in respect of any Losses imposed upon on, sustained, incurred or incurred by the Sellers suffered by, any Seller Indemnified Party, whether in respect of third party claims or claims between the Parties, directly or indirectly resulting from or relating to, arising out of or in connection with (provided, for the avoidance of doubt, but without limiting the assumption by Buyer of the Assumed Liabilities and the Sellers’ right to specific performance with respect thereto, that Buyer shall not be required to indemnify the Seller Indemnified Parties with respect to any Assumed Liabilities except to the extent such Assumed Liabilities are included in clauses (i) through (iii) below): (i) any breach breach, default or violation (or action or omission that with or without the passage of any representation time or warranty the giving of notice or both would result in a breach, default or violation) of the Purchased Contracts by Buyer contained herein and any actual or threatened action or proceeding in connection therewith, its Affiliates following the Closing Date; (ii) the employment or service of any failure Transferred Employee that arise following the Closing Date and which relate to comply with any covenant Contracts or other agreement of the Buyer contained herein and any actual obligations expressly assumed or threatened action or proceeding in connection therewith, implemented by Buyer; and (iii) any claim or demand for commission or other compensation arising out of [*]. Notwithstanding anything to the transactions contemplated by contrary in this Agreement, nothing in this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other will limit liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 is hereinafter referred to individually as a "Sellers Claim" and collectively as the "Sellers Claims"5.2(c).

Buyer Indemnification. Subject to the terms and conditions of this Article IX, the Buyer agrees to indemnify and hold harmless the Sellers, their officers, directors, shareholders Shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") from and against Losses imposed upon or incurred by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 is hereinafter referred to individually as a "Sellers Claim" and collectively as the "Sellers Claims".

Buyer Indemnification. Subject to the terms Buyer shall indemnify Seller and conditions of this Article IX, the Buyer agrees to indemnify and hold harmless the Sellers, their its respective officers, directors, shareholders and Affiliates and the employees, equity holders, Affiliates, successors and permitted assigns of (each, a “Seller Party” and collectively, the “Seller Parties”) and hold each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") harmless from and against Losses imposed upon and pay on behalf of or incurred reimburse the Seller Parties in respect of any Loss which any such Seller Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of virtue of: (i) any misrepresentation or the breach of any representation or warranty of made by Buyer or a Buyer Affiliate contained in this Agreement, the other Transaction Documents, any Exhibit or Schedule hereto or any certificate delivered by Buyer contained herein and any actual to Seller with respect hereto or threatened action or proceeding in connection therewith, thereto; (ii) any failure to comply with the breach of any covenant or agreement made by Buyer or Buyer Affiliate contained in this Agreement, the other agreement of the Transaction Documents, any Exhibit or Schedule hereto or any certificate delivered by Buyer contained herein and any actual to Seller with respect hereto or threatened action or proceeding in connection therewith, thereto; (iii) any claim for payment of fees and/or expenses as a broker or demand for commission finder in connection with the origin, negotiation or execution of this Agreement or the other compensation arising out Transaction Documents or the consummation of the transactions contemplated by this Agreement by hereby based upon any brokeralleged agreement, finder arrangement or agent claiming to be entitled thereto resulting from an act understanding between the claimant and Buyer or acts any of the Buyer, its agents or representatives; (iv) the assertion against Seller Party of any other liability or obligation Liability that is an Assumed Liability; or (v) the misuse following the Closing Date by any employee of Buyer (including the Scheduled Employees) of the Buyer. Each matter for systems of Seller to which the access has been provided to Buyer has agreed to provide indemnification pursuant to this Section 9.2 is hereinafter referred to individually as a "Sellers Claim" and collectively as the "Sellers Claims"Transition Services Agreement.