Common use of Indemnification and Reimbursement by Buyer Clause in Contracts

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, Seller Noteholders, Seller Stockholders, the Stockholder Representative and the Earnout Representative (collectively, the “Seller Parties”), and will reimburse Seller Parties, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets after the Closing Date other than the Retained Liabilities; or (d) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Sellerthe Seller Parties, Seller Noteholders, Seller StockholdersMembers, the Stockholder Member Representative and the Earnout Representative (collectively, the “Seller Indemnified Parties”), and will reimburse Seller Indemnified Parties, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer and Parent in this Agreement or in any certificate, document, writing or instrument delivered by Buyer or Parent pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer or Parent in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer or Parent pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets after the Closing Date other than the Retained Liabilities; or (d) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless Seller, Seller Noteholders, Seller Stockholders, the Stockholder Representative and the Earnout Representative (collectively, the “Seller Parties”), and will reimburse Seller Parties, for any Damages arising from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets after the Closing Date other than the Retained Liabilities; or (d) any Assumed Liabilities.

Indemnification and Reimbursement by Buyer. Buyer will indemnify and hold harmless SellerSeller and its Representatives, Seller Noteholdersmembers, Seller Stockholderssubsidiaries, the Stockholder Representative and the Earnout Representative affiliated parties (collectively, the “Seller Indemnified Parties”), and will reimburse Seller PartiesSeller, for any Damages arising from or in connection with: (a) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any Breach breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (c) any Liability arising out 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 Buyer’s behalf) in connection with any of the ownership or operation of the Assets after the Closing Date other than the Retained LiabilitiesContemplated Transactions; or (d) any Assumed Liabilities.