Common use of By the Seller Clause in Contracts

By the Seller. Seller shall indemnify, save, defend and hold harmless the Buyer and the Buyer's shareholders, directors, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred in connection with or arising out of or resulting from or incident to any breach of (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any covenant, warranty or representation made by the Seller in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller or any of Seller's Affiliates pursuant to the terms of this Agreement; provided, however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties.

By the Seller. The Seller shall indemnify, save, defend and hold harmless the Buyer and the Buyer's shareholders, directors, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, damages, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred in connection with or arising out of or resulting from or incident to any breach of (or in the event any third party alleges facts that, if true, would mean the Seller has breached) ), of any covenant, warranty or representation (subject to applicable survival periods) made by the Seller in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller or any of Seller's his Affiliates pursuant to the terms of this Agreement; provided, however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties.

By the Seller. The Seller shall indemnify, save, defend agrees to indemnify and hold harmless the Buyer Purchaser and the Buyer's shareholders, its directors, officers, partnersemployees and agents (the "Purchaser Parties") against, agents and employees to reimburse the Purchaser Parties on demand with respect to, any and all losses, liabilities, obligations, suits, proceedings, demands, judgments, damages, claims, expenses and costs (including, without limitation, reasonable fees, expenses and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assigneedisbursements of counsel) (collectively, the "Buyer Indemnified PartiesLosses") from and against any and all costswhich each may suffer, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense incur or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred in connection with or arising out of or resulting from or incident to any breach pay by reason of (or in i) the event any third party alleges facts that, if true, would mean the Seller has breached) any covenant, warranty or representation made breach by the Seller of any representation or warranty made by him in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any scheduleagreement, certificate, exhibit, certificate or other instrument furnished or to be furnished document executed by the Seller or any of Seller's Affiliates and delivered to the Purchaser pursuant to the terms provisions of this Agreement; provided, however, that (ii) the failure of the Seller shall not be liable for to perform any such Damages agreement required by this Agreement or any agreement executed pursuant to the extentprovisions of this Agreement; (iii) the allegation by any third party of the existence of any liability, obligation, lease, agreement, contract, other commitment or state of facts which, if anysuch allegation were true, such Damages result from or arise out of would constitute a breach by the Seller of any representation or violation warranty made by him in this Agreement or in any agreement, certificate or other document delivered by or on behalf of the Seller to the Purchaser pursuant to the provisions of this Agreement or of any covenant made by any Buyer Indemnified Partiesthe Seller herein or therein.