Common use of Buyer’s Agreement to Indemnify Clause in Contracts

Buyer’s Agreement to Indemnify. Subject to the terms and conditions of this Article XI, Buyers, jointly and severally, agree to indemnify, defend and hold harmless the Seller Group from and against all Damages asserted against, relating to, imposed upon or incurred by the Seller Group or any member thereof, directly or indirectly, arising out of, based upon, or resulting from (i) any inaccuracy in, or any breach of, any representation and warranty of Buyers contained in this Agreement or any of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in, or made pursuant to this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (iii) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of, or related to, any Seller Indemnity Claims asserted under this Section 11.02; and (v) any claim or liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers.

Buyer’s Agreement to Indemnify. Subject to the terms and conditions of this Article XI, Buyers, jointly and severally, agree to ---------- indemnify, defend and hold harmless the Seller Group from and against all Damages asserted against, relating to, imposed upon or incurred by the Seller Group or any member thereof, directly or indirectly, arising out of, based upon, or resulting from (i) any inaccuracy in, or any breach of, any representation and warranty of Buyers contained in this Agreement or any of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in, or made pursuant to this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (iii) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); (iv) all ---------- interest, penalties, costs and expenses (including, without limitation, all out-out- of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of, or related to, any Seller Indemnity Claims asserted under this Section 11.02; and (v) any claim or ------------- liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers.

Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions of set forth in this Article XIAgreement, Buyersfrom and after the Closing, jointly and severally, agree to indemnify, defend Buyer shall indemnify and hold harmless Sellers (the “Seller Group Indemnitees”) from and against all Damages liabilities, assessments, losses, damages, costs and expenses whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, but in all events excluding any punitive, special, incidental, consequential, diminution of value, lost profits, or like damages or claims, “Seller Damages”) asserted against, relating to, imposed upon against or incurred by the any Seller Group Indemnitee as a result of or any member thereof, directly or indirectly, arising out of, based upon, or resulting from of (i) any inaccuracy in, or any a breach of, of any representation and or warranty of Buyers contained in this Agreement or any exhibits, schedules or certificates delivered by or on behalf of the DocumentsBuyer pursuant to this Agreement, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or failure to perform, of any of the covenants, covenants and agreements or undertakings of Buyers Buyer contained in, or made pursuant to in this Agreement (includingincluding those covenants and agreements set forth in the Environmental Remediation Agreement), including without limitationlimitation any agreement of Buyer to indemnify Sellers with respect to specific matters contained elsewhere in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining whether Buyer is obligated to provide indemnification under Section 8.3(a)(i) of this Agreement and for purposes of 60 determining the failure amount of Buyers any Seller Damages to pay or discharge the Assumed Liabilities) or any other of the Documentswhich such indemnification applies, or any each representation and warranty in this Agreement and each certificate or other written instrument or document delivered by Buyers pursuant hereto shall be read without regard and without giving effect to the term “material” or thereto; “material adverse effect” or similar phrases contained in such representation or warranty which has the effect of making such representation and warranty less restrictive (iii) any obligations or liabilities arising out of any as if such word were deleted from such representation and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"warranty); (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of, or related to, any Seller Indemnity Claims asserted under this Section 11.02; and (v) any claim or liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers.