Common use of Buyer’s Indemnification of Seller Clause in Contracts

Buyer’s Indemnification of Seller. From and after Closing, Buyer shall defend, indemnify, save, and hold harmless the Seller Group from and against all Losses to the extent caused by, arising out of, or resulting from: (1) the Assumed Liabilities; (2) Buyer Taxes; (3) any matter for which Buyer has agreed to indemnify Seller under this Agreement or in any Transaction Document; (4) any breach of or inaccuracy in any representations or warranties made by Buyer in this Agreement or in any Transaction Document; and (5) any breach or non-fulfillment of any covenants or agreements of Buyer under this Agreement or in any Transaction Document. The indemnification obligations described in this Section 14.3(a) apply to the Losses described in such provisions EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF THE OTHER PARTY OR ANY INDEMNIFIED PARTIES BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.

Buyer’s Indemnification of Seller. From and after Closing, Buyer shall defend, indemnify, save, and hold harmless the Seller Group from and against any and all Losses Losses, liabilities, duties, or obligations, known or unknown, to the extent caused by, arising out of, or resulting from: (1) the Assumed Liabilities; (2) Buyer Taxes; (3) any matter for which Buyer has agreed to indemnify Seller under this Agreement or in any Transaction DocumentDocument (in addition to the other matters expressly identified in this Section 14.3(a)); (43) any breach of or inaccuracy in any representations or warranties made by Buyer in this Agreement or in any Transaction Document; and (54) any breach or non-fulfillment of any covenants or agreements of Buyer under this Agreement or in any Transaction Document. The indemnification obligations described in this Section 14.3(a) apply to the Losses described in such provisions EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF THE OTHER PARTY OR ANY INDEMNIFIED PARTIES BUT EXCLUDING THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.

Buyer’s Indemnification of Seller. From and after Closing, Buyer shall defend, indemnify, save, and hold harmless the Seller Group from and against any and all Losses Losses, liabilities, duties, or obligations, known or unknown, to the extent caused by, arising out of, or resulting from: (1) the Assumed Liabilities; (2) Buyer Taxes; (3) any matter for which Buyer has agreed to indemnify Seller under this Agreement or in any Transaction DocumentDocument (other than the other matters expressly identified in this Section 14.3(a)); (43) any breach of or inaccuracy in any representations or warranties made by Buyer in this Agreement or in any Transaction Document; and (54) any breach or non-fulfillment of any covenants or agreements of Buyer under this Agreement or in any Transaction Document. The indemnification obligations described in this Section 14.3(a) apply to the Losses described in such provisions EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF THE OTHER PARTY OR ANY INDEMNIFIED PARTIES BUT EXCLUDING THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.

Buyer’s Indemnification of Seller. From and after Following the Closing, Buyer shall defend, indemnify, save, save and hold harmless the Seller Group Indemnified Parties from and against all Losses to the extent caused by, arising out of, of or resulting from: (1) the Assumed Liabilities; (2) Buyer Taxes; (3) any matter for which Buyer has agreed to indemnify Seller under this Agreement or in any Transaction DocumentAgreement; (43) any breach of or inaccuracy in any representations or warranties made by Buyer in this Agreement or in any certificate or Transaction DocumentDocument delivered by or on behalf of Buyer pursuant to this Agreement; and (54) any breach or non-fulfillment of any covenants or agreements of Buyer under this Agreement or in any Transaction DocumentDocuments. The indemnification obligations As to each of the clauses described in this Section 14.3(a) apply to the Losses described in such provisions 14.3(b), EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, JOINT OR CONCURRENT), STRICT LIABILITY, LIABILITY OR OTHER LEGAL FAULT OF THE OTHER PARTY SELLER OR ANY SELLER INDEMNIFIED PARTIES BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTYPARTIES.