Common use of Indemnification and Reimbursement by Buyer Clause in Contracts

Indemnification and Reimbursement by Buyer. Buyer shall indemnify and hold harmless the Company and the Shareholders, and will reimburse the Company and the Shareholders, for any Damages arising from or in connection with: (a) any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; (b) any non-compliance with or breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person arising from the Buyer's ownership or utilization of the Assets after the Closing Date (except to the extent such claim relates to a matter for which Buyer is entitled to indemnification pursuant to Section 10.2); or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Indemnification and Reimbursement by Buyer. Buyer shall indemnify and hold harmless the Company and the Shareholders, and will reimburse the Company and the Shareholders, for any Damages arising from or in connection with: (a) any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; (b) any non-compliance with or breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person arising from the Buyer's ’s ownership or utilization of the Assets after the Closing Date (except to the extent such claim relates to a matter for which Buyer is entitled to indemnification pursuant to Section 10.2); or (d) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

Indemnification and Reimbursement by Buyer. Buyer shall will indemnify and hold harmless the Company and the ShareholdersSeller, and will reimburse the Company and the ShareholdersSeller, for any Damages arising from or in connection with: (a) any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement or in any certificate certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any non-compliance with or breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person arising from the Buyer's ownership or utilization of the Assets after the Closing Date (except to the extent such claim relates to a matter for which Buyer is entitled to indemnification pursuant to Section 10.2); or (d) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its Buyer’s behalf) in connection with any of the Contemplated Transactions; (d) any Assumed Liabilities; or (e) any Liabilities arising out of the ownership or operation of the Business or the Assets subsequent to the Closing Date, other than any Liabilities arising out of the Retained Liabilities.

Indemnification and Reimbursement by Buyer. Buyer shall indemnify and hold harmless the Company and the ShareholdersShareholder, and will reimburse the Company and the ShareholdersShareholder, for any Damages Damages, including reimbursement of reasonable attorneys fees and costs, arising from or in connection with: : (a) any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; ; (b) any non-compliance with or breach by Buyer of any covenant or obligation of Buyer in this Agreement; ; (c) any claim by any Person arising from the Buyer's ownership or utilization of the Assets after the Closing Date (except to the extent such claim relates to a matter for which Buyer is entitled to indemnification pursuant to Section 10.2)7.3.2; or or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.