Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. Upon the Closing, the Buyer shall agree (and, upon the delivery by Sellers to Buyer of the Assignment, Buyer shall be deemed to have agreed) to pay, defend, indemnify, reimburse and hold harmless each Seller, its Affiliates, and its and their respective directors, partners, members, managers, officers, agents and employees (the “Sellers Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) any failure by the Buyer to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 of this Agreement; and (c) any of the Assumed Obligations.

Buyer’s Indemnification. Upon the Closing, the Buyer shall agree (and, upon the delivery by Sellers the Seller to the Buyer of the Assignment, the Buyer shall be deemed to have agreed) to pay, defend, indemnify, reimburse and hold harmless each the Seller, its Affiliates, and its Affiliates and their respective directors, partners, members, managers, officers, agents and employees (the “Sellers Seller Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any the breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any certificate signed and delivered (as brought down by the Buyer pursuant to Section 8.1.2Buyer’s certificate delivered at Closing); (b) or any failure by the Buyer to perform any covenant of its covenants or obligation obligations set forth in this Agreement which is not cured as provided in Section 13 12 of this Agreement; and or (c) any of the Assumed Obligations (except matters which constitute “Assumed Obligations” but which arise out of a breach by the Seller of its covenants in Section 5.2 of this Agreement for which the Seller is required to indemnify the Buyer under Section 10.2(b) at the time notice of a claim related to such matter is first presented under this Agreement).

Buyer’s Indemnification. Upon the Closing, Closing the Buyer shall agree (and, upon the delivery by Sellers Seller to Buyer of the Assignment, Buyer shall be deemed to have agreed) PURCHASE AND SALE AGREEMENT -50- to pay, defend, indemnify, reimburse and hold harmless each the Seller and the Seller, its Affiliates, and its and their respective ’s directors, partners, members, managers, officers, agents and employees (the “Sellers Seller Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnityindemnity ) incurred, suffered, paid by or resulting to any of the Sellers Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any in the certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) 7.5 or any failure by the Buyer to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 of this Agreement; and (cb) any of the Assumed Obligations.

Buyer’s Indemnification. Upon the Closing, the Buyer shall agree (and, upon the delivery by Sellers to Buyer of the AssignmentAssignments, Buyer shall be deemed to have agreed) to pay, defend, indemnify, reimburse and hold harmless the Sellers, the Sellers’ Affiliates and each Seller, its Affiliates, and its and of their respective directors, partners, members, managers, officers, agents and employees (collectively, the “Sellers Seller Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ attorneys fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any certificate signed and delivered in the performance by the Buyer pursuant to Section 8.1.2; (b) any failure by the Buyer to perform of any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 of this Agreement; and (cb) any all of the Assumed Obligations; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLERS, ANY OTHER MEMBERS OF THE SELLER INDEMNIFIED PARTIES, BUYER OR ANY OTHER PERSON.

Buyer’s Indemnification. Upon the From and after Closing, subject to the Buyer shall agree (andlimitations set forth in this Sections ‎10, upon the delivery by Sellers to Buyer of the Assignment‎14.3, ‎14.16 and elsewhere in this Agreement, Buyer shall be deemed responsible for, pay or caused to have agreed) to paybe paid on a current basis, and defend, indemnify, reimburse and reimburse, hold harmless each and release Seller, its Affiliates, and all of its and their respective equity holders, directors, partners, members, managers, officers, representatives, agents and employees (the “Sellers Seller Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense and all Liabilities (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) : 10.3.1 any breach of or default in by Buyer of any representation or warranty of the Buyer set forth in this Agreement (as brought down in the Certificate signed by Buyer) or any certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) any failure by the Buyer to perform any covenant or obligation of Buyer set forth in this Agreement which is not cured as provided in Section 13 ‎12 of this Agreement; and (c) any of the Assumed Obligations.or

Buyer’s Indemnification. Upon the Closing, Closing the Buyer shall agree (and, upon the delivery by Sellers to Buyer of the Assignment, Buyer shall be deemed to have PURCHASE AND SALE AGREEMENT -48- agreed) to pay, defend, indemnify, reimburse and hold harmless each Seller and such Seller, its Affiliates, and its and their respective ’s directors, partners, members, managers, officers, agents and employees (the “Sellers Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnityindemnity ) incurred, suffered, paid by or resulting to any of the Sellers Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any in the certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) 7.5 or any failure by the Buyer to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 of this Agreement; and (cb) any of the Assumed Obligations.

Buyer’s Indemnification. Upon the Closing, the Buyer shall agree (and, upon delivery to the delivery by Sellers to Buyer of the Assignment, the Buyer shall be deemed to have agreed) to payPAY, defendDEFEND, indemnifyINDEMNIFY, reimburse and hold harmless REIMBURSE AND HOLD HARMLESS each Seller, its Affiliates, respective Affiliates and its and their respective directors, partners, members, managers, officers, agents and employees (the “Sellers Seller Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Seller Indemnified Parties and which results from, arises out of or in connection PURCHASE AND SALE AGREEMENT 34 with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) any failure by the Buyer to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 12 of this Agreement; (b) any activities of the Buyer or its employees, agents, contractors and other representatives in connection with any examinations or investigations of the kind described in Section 5.1.2; (c) all Taxes for which the Buyer is responsible hereunder; or (d) any of the Assumed Obligations.

Buyer’s Indemnification. Upon the Closing, the Buyer shall agree (and, upon delivery to the delivery by Sellers to Buyer of the Assignment, the Buyer shall be deemed to have agreed) to payPAY, defendDEFEND, indemnifyINDEMNIFY, reimburse and hold harmless REIMBURSE AND HOLD HARMLESS each Seller, its Affiliates, respective Affiliates and its and their respective directors, partners, members, managers, officers, agents and employees (the “Sellers Seller Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in PURCHASE AND SALE AGREEMENT 38 enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) any failure by the Buyer to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 12 of this Agreement; (b) any activities of the Buyer or its employees, agents, contractors and other representatives in connection with any examinations or investigations of the kind described in Section 5.1.2; (c) all Taxes for which the Buyer is responsible hereunder; or (d) any of the Assumed Obligations.

Buyer’s Indemnification. Upon the Closing, the Buyer shall agree (and, upon the delivery by Sellers to Buyer Seller of the Assignment, Buyer shall will be deemed to have agreed) to pay, defend, PURCHASE AND SALE AGREEMENT 24 indemnify, reimburse and hold harmless each Seller and Seller, its Affiliates, and its and their respective ’s directors, partners, members, managers, officers, agents and employees (the “Sellers Seller Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any : 9.3.1 the material breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) any failure by the Buyer to perform any covenant of its covenants or obligation obligations set forth in this Agreement which is not cured as provided in Section 13 10.1.3 of this Agreement; and (c) or 9.3.2 any of the Assumed Obligations.