Common use of By Buyer Clause in Contracts

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, and hold each of them harmless from and against any and all Damages incurred by any of them in connection with, arising out of or resulting from (i) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify and save and hold harmless Seller and its Affiliates and their respective Representatives, and hold each of them harmless affiliates from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by Buyer in or pursuant to this Agreement, (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, or (iii) any liability arising from the Transferred Intellectual Property or the use by Buyer’s operation of the Other Seller Proprietary Information from and Theaters on or after the ClosingClosing Date.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, save and hold each of them harmless Seller from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller indemnify, reimburse, defend and its Affiliates hold harmless Sellers and their respective Representativesofficers, directors, employees, agents, successors and hold each of them harmless assigns from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from (i) or incident to any breach of any covenant, representation, warranty or agreement or the inaccuracy of any representation or warranty representation, made by Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) ; provided however that Damages under this Section 6.2 shall be limited to the Transferred Intellectual Property or the use by Buyer’s amount of the Other Seller Proprietary Information from and after the ClosingClosing Payment.

By Buyer. Buyer shall indemnify Seller and its Affiliates save and hold harmless Seller, -------- the Shareholders and their respective Representatives, and hold each of them harmless Related Parties from and against any and all Damages incurred suffered by any of them in connection with, arising out of or resulting from and caused by (i) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, ; or (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to in this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, save and hold each of them harmless Sellers from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation made by Buyer in this Agreement, Agreement (reading such representations and warranties without regard to any materiality qualifiers); and (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representativesindemnify, save and hold each of them harmless Seller from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; or (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, or ; (iii) any event or condition existing after the Transferred Intellectual Property or the use by Buyer’s Closing Date in connection with any of the Other Seller Proprietary Information from Acquired Assets; and after (iv) the ClosingAssumed Liabilities.

By Buyer. Buyer shall indemnify and save and hold harmless Seller and its Affiliates and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or to the extent resulting from (i) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to in this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, save and hold each of them harmless -------- Sellers from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation made by Buyer in this Agreement, Agreement (reading such representations and warranties without regard to any materiality qualifiers); and (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller and save and hold harmless Seller, its affiliates and its Affiliates and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty warranty, made by Buyer in or pursuant to this Agreement, ; or (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, save and hold each of them harmless -------- Seller, its affiliates, subsidiaries and Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller and its Affiliates Representatives and their respective Representatives-------- Affiliates, and hold each of them harmless from and against any and all Damages incurred by any of them in connection with, arising out of or resulting from (i) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, Agreement (as updated pursuant to Section 6.6 and as in effect on the Closing Date) or (ii) any failure by Buyer to perform in a timely manner any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify indemnify, defend and hold Seller and its Affiliates Shareholder and their respective Representatives, and hold each of them Affiliates harmless from and against any and all Damages incurred by any of them in connection withLosses, arising out of or of, resulting from or relating to (ia) any breach or inaccuracy of any representation or warranty made by of Buyer in this Agreement, ; (iib) any failure by of Buyer to perform any agreement, covenant provision or obligation of Buyer agreement to be performed by it pursuant to this Agreement, ; or (iiic) the Transferred Intellectual Property or the use by Buyer’s operation of the Other Seller Proprietary Information from and Purchased Assets after the Closing.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, save and hold each of them harmless Seller from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; and (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller indemnify, save and its Affiliates hold harmless Sellers and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, with or arising out of or resulting from (i) any breach of any covenant or warranty, or the inaccuracy of any representation or warranty representation, made by Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, ; or (iiiii) the Transferred Intellectual Property subject to Sellers' obligations under Section 10.3(a), any liability or the use by Buyer’s obligation of the Other Seller Proprietary Information from and after the ClosingCompany or its Subsidiary.

By Buyer. Buyer shall indemnify Seller and its Affiliates save and hold harmless Parent, Seller, and their respective Representatives, affiliates and hold each of them harmless subsidiaries from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller indemnify, defend and its Affiliates hold harmless Sellers and their respective Representativesofficers, employees, agents, successors and hold each of them harmless assigns from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach of any covenant, representation, warranty or agreement or the inaccuracy of any representation or warranty representation, made by Buyer in or pursuant to this Agreement, Agreement or (ii) any failure by Buyer liability relating to perform any agreement, covenant the Business arising on or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the ClosingClosing Date.

By Buyer. Buyer shall indemnify Seller Sellers and its their Affiliates and their respective Representativesrepresentatives, and hold each of them harmless from and against any and all Damages damages incurred by any of them in connection with, arising out of or resulting from (i) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the ClosingClosing Date.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representativesindemnify, save and hold each of them harmless -------- Seller from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from (i) or incident to any breach of any covenant or warranty, or the inaccuracy of any representation or warranty representation, made by the Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller and its save and hold harmless Seller, their Affiliates (other than the Company) and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any the breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, Agreement or in any agreement or certificate delivered hereunder; or (ii) any failure breach of any covenant or agreement made by Buyer to perform in this Agreement or any agreement, covenant agreement or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closingcertificate delivered hereunder.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representativesindemnify, defend and hold each of them harmless Seller -------- from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from (i) or incident to any breach of any covenant, representation, warranty or agreement or the inaccuracy of any representation or warranty representation, made by Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller and save and hold harmless Seller, its Affiliates and Subsidiaries, and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller indemnify, save and hold harmless Seller, its Affiliates affiliates and their respective Representatives, and hold each of them harmless representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property operation of the Business or the use by Buyer’s of the Other Seller Proprietary Information Assets from and after the Closing.

By Buyer. Buyer shall indemnify Seller indemnify, save and hold harmless the Company and its Affiliates and their respective Representatives, and hold each of them harmless (the "Buyer Indemnified Parties") from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to in this Agreement, or (iii) the Transferred Intellectual Property or the use any failure by Buyer’s of the Other Seller Proprietary Information from Buyer to satisfy and after the Closingfully perform when due all Assumed Liabilities.

By Buyer. Buyer shall indemnify Seller and its save and hold harmless Sellers, their Affiliates (other than the Company) and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or the inaccuracy of any representation or warranty made by Buyer in this Agreement, Agreement or in any 54 agreement or certificate delivered hereunder; or (ii) any failure breach of any covenant or agreement made by Buyer to perform in this Agreement or any agreement, covenant agreement or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closingcertificate delivered hereunder.

By Buyer. Buyer shall indemnify Seller and save and hold harmless -------- Seller, its affiliates and subsidiaries, and its Affiliates and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representativesindemnify, save and hold each of them harmless -------- Seller from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from (i) or incident to any breach of any covenant or warranty, or the inaccuracy of any representation or warranty representation, made by the Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.. ARTICLE XII

By Buyer. Buyer shall indemnify indemnify, save and hold harmless Seller and its Affiliates Affiliates, and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, with or arising out of or resulting from (i) any breach of any covenant or warranty, or the inaccuracy of any representation or warranty representation, made by Buyer in or pursuant to this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s Taxes of the Other Business excluded from the indemnity of Seller Proprietary Information from and after the Closingin Article 9.3(a).

By Buyer. Buyer shall indemnify Seller indemnify, save and its Affiliates hold harmless Sellers and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, with or arising out of or resulting from (i) any breach of any covenant or warranty, or the inaccuracy of any representation or warranty representation, made by Buyer in this Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller and save and hold harmless Seller, its respective affiliates and subsidiaries, and its Affiliates and their respective Representatives, and hold each of them harmless Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or resulting from (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, save and hold each of them harmless Seller, -------- its affiliates, subsidiaries and Representatives from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, ; (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing, any Assumed Liability.

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, and hold each of them harmless Seller from and against any and all Damages incurred by any of them in connection with, arising out of or resulting from (i) any breach or inaccuracy of any representation or warranty made by Buyer or Buyer Sub 1 in or pursuant to this Agreement, ; (ii) any failure by Buyer to perform breach of any agreement, covenant or obligation of agreement made by Buyer, Buyer Sub 1 or Newco in or pursuant to this Agreement, ; or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing., any

By Buyer. Buyer shall indemnify Seller and its Affiliates and their respective Representatives, save and hold each of them harmless the Individual Seller from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement, Agreement and (ii) any failure breach of any covenant or agreement made by Buyer to perform any agreement, covenant in or obligation of Buyer pursuant to this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.

By Buyer. Buyer shall indemnify Seller indemnify, save and its Affiliates hold harmless the Members and their respective Representatives, Affiliates and hold each of them harmless Representatives (the “Buyer Indemnified Parties”) from and against any and all Damages incurred by any of them in connection with, arising out of or of, resulting from or incident to: (i) any breach or inaccuracy Breach of any representation or warranty made by Buyer in this Agreement, ; or (ii) any failure Breach of any covenant or agreement made by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to in this Agreement, or (iii) the Transferred Intellectual Property or the use by Buyer’s of the Other Seller Proprietary Information from and after the Closing.