Common use of Indemnification and Reimbursement of Purchaser Clause in Contracts

Indemnification and Reimbursement of Purchaser. Seller agrees to defend, indemnify and hold harmless Purchaser and its successors and assigns, against and in respect of any and all loss, liability, cost, expense, damage, or decline in value, including all costs and expenses incurred in enforcing rights under this Section 13, but after deducting the benefits actually or reasonably expected to be received (offset by any costs related to such benefits) with respect to Taxes or insurance (collectively, "Indemnification Losses"), resulting from, arising out of or relating to (A) (i) any misrepresentation or breach of warranty by Seller made as a part of or contained in this Agreement or in any certificate or document executed and delivered in connection with this Agreement or the transactions contemplated herein and (ii) any failure of the representations and warranties of Seller contained in Section 6 of this Agreement to be true and correct as if made again at and as of the Closing Date, (B) any failure by Seller to perform or otherwise fulfill any covenant or agreement made herein or contemplated hereby and (C) Retained Liabilities.

Indemnification and Reimbursement of Purchaser. Seller agrees to defend, indemnify and hold harmless Purchaser and its successors and assigns, against and in respect of any and all loss, liability, cost, expense, damage, or decline in value, including all costs and expenses incurred in enforcing rights under this Section 13, but after deducting the benefits actually or reasonably expected to be received (offset by any costs related to such benefits) with respect to Taxes or insurance (collectively, "Indemnification Losses"), resulting from, arising out of or relating to (A) (i) any misrepresentation or breach of warranty by Seller made as a part of or contained in this Agreement or in any certificate or document executed and delivered in connection with this Agreement or the transactions contemplated herein and (ii) any failure of the representations and warranties of Seller contained in Section 6 of this Agreement to be true and correct as if made again at and as of the Closing Date, (B) any failure by Seller to perform or otherwise fulfill any covenant or agreement made herein or contemplated hereby and (C) Retained Liabilities.. 48 -42-