Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, and hold harmless the Sellers and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting from:

Indemnification by Buyer. Buyer Buyer, as an Indemnifying Party, hereby agrees that it will to indemnify, defend, defend and hold harmless the Sellers Seller and their Affiliates, partners, its successors and assigns and their respective successors Affiliates, as an Indemnified Party, from and assigns (the “Seller Indemnified Parties”), from, against and in respect of any and all Losses imposed onclaims, sustainedlosses, incurred or suffered by or asserted against damages, fines, penalties, forfeitures, legal fees, judgments and any of the Seller Indemnified Parties directly or indirectlyother costs, whether or not due fees and expenses relating to a third-party claimbreach by Buyer or its agents of any covenant, arising out of representation, warranty or resulting from:obligation contained in this Agreement.

Indemnification by Buyer. Buyer agrees that it will indemnify, shall defend, indemnify and hold harmless the Sellers Seller Parties and their Affiliates, partners, and each of their respective successors and assigns representatives (collectively, the “Seller Indemnified Parties”), fromfor, from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by sustained by, or asserted against imposed upon, any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claimParty based upon, arising out of or resulting fromrelating to:

Indemnification by Buyer. (i) From and after the Closing, Buyer agrees that it will indemnify, defend, defend and hold harmless the Sellers Seller, its Affiliates, and each of their Affiliatesrespective shareholders, partners, members, managers, officers, directors, employees, attorneys, agents and their respective successors and assigns representatives (collectively, the “Seller Indemnified PartiesGroup”), from, from and against and in respect of any and all Losses imposed on(including Third Party Claims) which arise out of, sustainedor are attributable to, incurred or suffered by or asserted against any of the following (collectively, “Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting from:Claims”):

Indemnification by Buyer. Buyer agrees that it will indemnifyshall indemnify each Seller and each of its officers, defenddirectors, employees, agents, representatives, Affiliates, successors, and hold harmless the Sellers and their Affiliates, partners, and their respective successors and permitted assigns (collectively, the “"Seller Indemnified Parties”), from, ") and hold each of them harmless from and against and pay on behalf of or reimburse such Seller Indemnified Parties in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against which any of the such Seller Indemnified Parties directly Party may suffer, sustain, or indirectlybecome subject to, whether as a result of or not due to a third-party claim, arising out of or resulting fromof:

Indemnification by Buyer. Buyer (referred to herein as the “Indemnifying Party”) agrees that it will indemnify, to defend, indemnify and hold harmless the Sellers Seller, any parent, subsidiary or affiliate of Seller and their Affiliatesany director, partnersofficer, employee, stockholder, agent or attorney of Seller or of any parent, subsidiary or affiliate of Seller (each, an “Indemnified Party”) from and their respective successors and assigns (the “Seller Indemnified Parties”), from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising Loss which arises out of or resulting results from:

Indemnification by Buyer. (a) Buyer hereby agrees that it will indemnifyto indemnify and hold Seller and its employees, defendofficers, managers, members, and hold harmless the Sellers and their Affiliates, partners, and their respective successors and assigns affiliates (the each a “Seller Indemnified PartiesParty”), from, ) harmless from and against and in respect of any and all Losses imposed onupon or incurred by any Seller Indemnified Party (any of such Losses by Seller, sustained, incurred a “Seller Claim”) as a result of or suffered by or asserted against in connection with any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromfollowing:

Indemnification by Buyer. Buyer agrees that it will indemnify, shall defend, indemnify and hold harmless Seller and its officers, directors and Affiliates (collectively, the Sellers and their Affiliates, partners, and their respective successors and assigns (the “"Seller Indemnified Parties”), from, ") harmless against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the a Seller Indemnified Parties Party directly or indirectly, whether or not due to indirectly as a third-party claim, arising out of or resulting fromresult of:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, shall indemnify and hold harmless the Sellers Seller and their its Affiliates, partners, and their respective successors and assigns Representatives (collectively, the “Seller Indemnified Parties”), fromfrom and against, against and in respect of shall compensate and reimburse them for, any and all Losses imposed on, sustained, actually incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, such Person arising out of or resulting from:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall save, defend, indemnify and hold harmless the Sellers Seller Parties and their the Seller Parties’ respective Affiliates, partnersrepresentatives, and their respective agents, successors and permitted assigns (each a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”), from, ) from and against and in respect of any and all Losses imposed on, sustained, Loss that is sustained or incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to as a third-party claim, arising out result of or resulting fromrelating to:

Indemnification by Buyer. Buyer agrees that it will shall indemnify, defend, and hold harmless the Sellers Seller and their Affiliates, partners, and their respective its successors and assigns (the “"Seller Indemnified Parties”), ") harmless from, against and in with respect of to any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, Damages arising out of or resulting fromin any manner incident, relating or attributable to:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall indemnify Seller and each of its officers, defenddirectors, and hold harmless the Sellers and their employees, Affiliates, partners, and their respective successors and assigns (collectively, the “Seller Indemnified Parties”), from, ) against and in respect of hold them harmless from any and all Losses imposed on, sustained, suffered or incurred or suffered by or asserted against any of such indemnified party to the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, extent arising out of or resulting from:

Indemnification by Buyer. Buyer agrees that it will indemnifyto indemnify Seller and its ------------------------ respective officers, defenddirectors, employees and hold harmless the Sellers and their Affiliatesagents (individually, partners, and their respective successors and assigns (the “a "Seller ------ Indemnified Parties”Party"), from, against and in respect of for any and all Losses imposed on, which may be sustained, suffered or ----------------- incurred or suffered by or asserted against any of the a Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, Party and arising out of or resulting fromby reason of:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, indemnify and hold harmless the Sellers and their respective Affiliates, partnersequity holders, directors, officers, employees and their respective successors and assigns agents (the each a “Seller Indemnified PartiesParty”), from, ) from and against and in respect of any and all Losses imposed onLosses, sustainedas and when incurred, incurred that constitute, or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising arise out of or resulting fromin connection with:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, indemnify and hold harmless the Sellers Seller Parties (each a "Buyer Indemnitee") from and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), from, against and in respect of any and all Losses imposed onthat constitute, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising arise out of or resulting fromin connection with:

Indemnification by Buyer. (a) Buyer agrees that it will indemnify, defend, indemnify and hold harmless the Sellers and their Affiliates, partners, Seller Parties and their respective successors Affiliates, directors, officers and assigns employees (collectively, the “Seller Indemnified PartiesPersons”)) from and against, from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of will reimburse the Seller Indemnified Parties directly Persons for, any Losses incurred by the Seller Indemnified Persons arising from or indirectly, whether or not due to a third-party claim, arising out of or resulting fromin connection with:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, defend and hold harmless the Sellers, Holder and any Subsidiary, Affiliate, director, officer, stockholder or agent of the Sellers and their Affiliates, partners, Holder and their respective representatives, successors and permitted assigns (the “Seller Sellers Indemnified Parties”), from, ) from and against and pay on behalf of or reimburse such party in respect of of, as and when incurred, any and all Losses imposed on, sustained, Loss incurred or suffered by any Sellers Indemnified Party that results from, relates to or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising arises out of or resulting fromof:

Indemnification by Buyer. Buyer hereby agrees that it will indemnify, defend, to indemnify and hold harmless Seller, its Affiliates and the Sellers and their Affiliatesrespective directors, partnersmanagers, and their respective officers, employees, successors and permitted assigns of any of the foregoing (the “Seller Indemnified Parties”), from, ) from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against which any of them may suffer, sustain or become subject to, as the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claimresult of, arising out of of, relating to or resulting fromin connection with:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, indemnify and hold harmless the Sellers Seller and their its Affiliates, partners, and their respective successors shareholders, members, managers, directors, officers, employees, and assigns agents (collectively, the “Seller Indemnified Parties”)) harmless from and against, from, against for and in respect of of, any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the that Seller Indemnified Parties directly may suffer or indirectly, whether or not due to incur as a third-party claim, arising out result of or resulting fromrelating to:

Indemnification by Buyer. Buyer agrees that it will shall indemnify, defend, exculpate and hold harmless the Sellers Seller, Seller’s employees, officers, managers and their Affiliatesmembers (collectively, partners, and their respective successors and assigns (the “Seller Indemnified Parties”)) from and against, fromand agrees to promptly defend Seller Indemnified Parties from and reimburse Seller Indemnified Parties for, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Claims which Seller Indemnified Parties directly may at any time suffer or indirectlyincur, whether or not due to become subject to, as a third-party claim, arising out result of or resulting fromin connection with:

Indemnification by Buyer. Buyer agrees that it will indemnify, defendto defend and indemnify the Seller Indemnified Parties against, and to hold harmless the Sellers and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), Parties harmless from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, them arising out of or resulting fromrelating to any of the following:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall exculpate, defend, indemnify and hold harmless the Sellers and their Affiliatesemployees, partnersofficers, directors and their respective successors and assigns stockholders (the collectively, “Seller Indemnified Parties”)) harmless from and against, fromand agrees to promptly defend Seller Indemnified Parties from and reimburse Seller Indemnified Parties for, against and in respect of any and all Losses imposed on, sustained, Claims incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting that result from:

Indemnification by Buyer. (a) Buyer agrees that it will shall indemnify, defend, defend and hold harmless the Sellers and Sellers, any Representatives of either Seller or their Affiliates, partnersand Sellers’ Affiliates, and their respective successors and assigns (the “Seller Indemnified Parties”), from, ) from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claimindirectly based upon, arising out of of, resulting from or resulting fromrelating to:

Indemnification by Buyer. Buyer agrees that it will shall defend, indemnify, defend, and hold harmless the Sellers and Seller Parties, their Affiliates, partners, and their respective successors stockholders, directors, officers and assigns employees (the “Seller Indemnified PartiesIndemnitees”)) from and against, fromand shall pay and reimburse each of them for, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by sustained by, or asserted against any of imposed upon, the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claimIndemnitees based upon, arising out of of, with respect to or resulting fromby reason of:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall indemnify and hold ------------------------ harmless Seller, defendits subsidiaries and affiliates, and hold harmless the Sellers and their Affiliates, partners, and each of their respective successors officers, directors, shareholders, employees and assigns agents (collectively, the “"Indemnified Seller Indemnified Parties”), from, ") from and against and in respect of any and all Losses imposed onClaims and Damages resulting or arising from, sustained, based upon or incurred or suffered by or asserted against any of the Indemnified Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromParty in connection with:

Indemnification by Buyer. Subject to the conditions and provisions herein set forth, Buyer agrees that it will to indemnify, defend, defend and hold harmless the Sellers and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), from, Parties from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of Damages that the Seller Indemnified Parties directly or indirectly, incur (whether or not due to involving a third-party claim) as a result of, arising out or with respect to (except to the extent caused by the acts or omissions of or resulting from:any Seller Indemnified Party):

Indemnification by Buyer. Buyer agrees that it will to indemnify, defend, and hold harmless the Sellers and defend Seller and its Affiliates and their Affiliatesrespective stockholders, members, owners, agents, officers, directors, partners, and their respective employees, servants, consultants, representatives, successors and assigns (the collectively called “Seller Indemnified Parties”), from, ) from and against and in respect of any and all Losses imposed onclaims or Damages (whether based on negligent acts or omissions, sustainedstatutory liability, incurred strict liability or suffered by or otherwise) asserted against or incurred by any of the Seller Indemnified Parties directly or indirectlyParty, whether or not due to a third-party claim, the extent arising out of or resulting fromthe following:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, shall indemnify and hold harmless the Sellers Seller and their Affiliates, partners, and their respective successors and assigns its representatives (the “the Seller Indemnified Parties”), from, ) from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of Claims which the Seller Indemnified Parties directly shall suffer or indirectly, whether incur as a result of any action by a third party connected with or not due to a third-party claim, arising out of or resulting fromof:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, shall indemnify and hold harmless the Sellers Seller and their Affiliatesits shareholders, partnersdirectors, officers, employees, agents and their respective successors and assigns affiliates (collectively, the “Seller Indemnified Parties”), from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the will reimburse such Seller Indemnified Parties for any Losses arising (directly or indirectly, whether ) from or not due to a third-party claim, arising out of or resulting fromin connection with:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall indemnify Seller and each of its officers, defenddirectors, and hold harmless the Sellers and their employees, Affiliates, partners, and their respective successors and assigns (collectively, the “Seller Indemnified Parties”), from, ) against and in respect of hold them harmless from any and all Losses imposed on, sustained, suffered or incurred or suffered by or asserted against any of such Indemnified Party to the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, extent arising out of or resulting from:

Indemnification by Buyer. Buyer agrees that it will to indemnify, defend, defend and hold harmless the Sellers and their AffiliatesSeller, partners, Seller's Parent and their respective directors, officers, employees, Affiliates, agents, successors and assigns (the “Seller Indemnified Parties”), from, from and against and in respect of any and all Losses imposed onsuffered or incurred by an Indemnified Party resulting from, sustained, incurred related to or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromof:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall, defendfrom and after the Closing, defend and promptly indemnify and hold harmless the Sellers Seller and their Affiliatesits officers, partnersmanagers, members, trustees, attorneys and their respective successors and assigns representatives (collectively the “Seller Indemnified Parties”), from, against against, for, and in respect of and pay any and all Losses imposed on(as defined below) suffered, sustained, sustained or incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, such Party arising out of or resulting from:

Indemnification by Buyer. Buyer agrees that it will to indemnify, defend, and ------------------------ hold harmless Seller and each Member of Seller (collectively, the Sellers and their Affiliates, partners, and their respective successors and assigns (the “"Seller ------ Indemnified Parties”), from, ") against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of that the ------------------- Seller Indemnified Parties shall directly and actually incur or indirectly, whether or not due to a third-party claim, arising suffer on which arise out of or resulting fromare caused and occasioned by:

Indemnification by Buyer. The Buyer agrees that it will indemnify, defend, shall indemnify and hold harmless the Sellers and their Affiliatesrespective members, partnersagents, employees and their respective successors and assigns Affiliates (the “"Seller Indemnified Parties”), from, ") from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered actually sustained by or asserted against any of the such Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claimbased upon, arising out of or resulting fromotherwise in respect of:

Indemnification by Buyer. Buyer agrees that it will shall indemnify, defend, exculpate and hold harmless the Sellers and their AffiliatesSellers’ stockholders, partnersdirectors, officers, employees and their respective successors and assigns agents (collectively the “Seller Indemnified Parties”)) harmless from and against, fromand agree promptly to defend Seller Indemnified Parties from and reimburse Seller Indemnified Parties for, against and in respect of any and all Losses imposed on, sustained, Claims incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting that result from:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall indemnify Seller and its subsidiaries and their respective directors, defendoffices, employees, agents and representatives (each an “Indemnified Seller Party” and collectively the “Indemnified Seller Parties”) in respect of, and hold each of the Indemnified Seller Parties harmless the Sellers and their Affiliatesagainst, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or them resulting from, relating to or constituting:

Indemnification by Buyer. Buyer agrees that it will shall indemnify, defend, defend and hold harmless the Sellers and each of their AffiliatesAffiliates and their respective directors, officers, employees, stockholders, partners, members, managers, agents and their respective successors and assigns representatives (the each, a “Seller Indemnified PartiesParty”)) from and against, from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of pay to the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromParties:

Indemnification by Buyer. Buyer agrees that it will Parties shall, jointly and severally, indemnify, defend, defend and hold harmless the Sellers Seller and their Affiliates, partners, its Affiliates and each of their respective owners, officers, directors, managers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties”)assigns, fromfrom and against, against and in respect of any and all and all Losses imposed on, sustained, incurred or suffered by sustained by, or asserted against any of the Seller Indemnified Parties directly or indirectlyimposed upon, whether or not due to a third-party claimSeller, based upon, arising out of or resulting fromwith respect to:

Indemnification by Buyer. Buyer hereby agrees that it will indemnifyto indemnify Sellers and their Affiliates (other than, defendafter the Closing, Company or any of its Subsidiaries) (each in its capacity as indemnified party, an "Seller Indemnitee," and, collectively with the Buyer Indemnitees, the "Indemnitees"), and hold harmless the Sellers and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), Affiliates harmless from, against and in respect of any and all Losses imposed on, sustained, incurred arising from or suffered by or asserted against related to any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromfollowing:

Indemnification by Buyer. Notwithstanding anything to the contrary herein, Buyer agrees that it will to indemnify, defend, defend and hold harmless the Sellers and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), fromParties from and after the Closing, against and in respect of any and all Losses imposed on, sustained, incurred Claims or suffered by or asserted against any of Liabilities to the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claimextent and in the proportion based upon, arising out of or resulting fromrelated to:

Indemnification by Buyer. Buyer agrees that it will indemnifyshall indemnify and defend Seller its officers, defenddirectors, and hold harmless the Sellers and their employees, agents, representatives, Affiliates, partnersstockholders and controlling Person (collectively, and their respective successors and assigns (the “Seller Indemnified Parties”)) against, from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the shall hold Seller Indemnified Parties directly or indirectlyharmless from, whether or not due to a third-party claimany Loss resulting from, arising out of of, or resulting fromincurred by any Seller Indemnified Party in connection with, or otherwise with respect to:

Indemnification by Buyer. Buyer agrees that it will indemnifysave, defend, indemnify, and hold harmless the Sellers and their Affiliates, partnersSellers, and their respective successors the heirs, successors, and assigns of the foregoing (collectively, the “Seller Indemnified Parties”), from, ) from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting from:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, shall indemnify and hold harmless the Sellers and their Affiliates, partners, Seller Parties and their respective successors Affiliates, and assigns (the “directors, officers, employees and Representatives of Seller Indemnified Parties”)Parties and their respective Affiliates, from, from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties suffered, directly or indirectly, whether or not due to a third-party claimby any such Person arising from, arising out by reason of or resulting fromin connection with:

Indemnification by Buyer. Buyer agrees that it will indemnify, shall defend, indemnify and hold harmless the Sellers and Seller Parties, each of their Affiliates, partners, Affiliates and their respective officers, directors, owners, managers, employees, agents, advisors, and other Representatives, successors and assigns (collectively, the “Seller Indemnified Parties”), from, ) from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of of, resulting from or resulting fromrelating to:

Indemnification by Buyer. Buyer agrees that it will indemnify, shall defend, indemnify and hold harmless the Sellers and their AffiliatesAffiliates (collectively, partners, and their respective successors and assigns (the “Seller Indemnified PartiesParties7.3" ”), from, ) from and against and in respect of any and all Losses imposed onLosses, sustainedwhether or not involving a Third Party Claim, incurred incurred, sustained or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, the extent arising out of or resulting from:

Indemnification by Buyer. Buyer hereby agrees that it will indemnifyto indemnify each Seller and its Affiliates (other than, defendafter the Closing, the Company and its Subsidiaries) (each in his or its capacity as an indemnified party for the purpose of this Section 8.3, a “Seller Indemnitee” or collectively, “Seller Indemnitees”), and hold each Seller Indemnitee harmless the Sellers and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), from, against and in respect of any and all Losses imposed on, sustained, incurred arising from or suffered by or asserted against related to any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromfollowing:

Indemnification by Buyer. Buyer hereby agrees that it will indemnify, defend, to indemnify and hold harmless the Sellers and their respective Affiliates, partnersand the directors, managers, officers and employees of Sellers and their respective successors and assigns Affiliates (collectively, the “Seller Indemnified Parties”), ) from, against against, and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromof:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, and hold harmless to indemnify the Sellers Selling Stockholders and their Affiliates, partners, Affiliates and their respective successors officers, directors, employees, agents and assigns representatives (the “"Seller Indemnified Parties”)") against, and agrees to hold each of them harmless from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by them relating to, arising out of, or asserted against in connection with, any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of or resulting fromfollowing:

Indemnification by Buyer. Buyer agrees that it will indemnify, defend, to indemnify and hold harmless the Sellers Seller and their Affiliates, partners, its Affiliates and their respective officers, directors, successors and assigns (the “"Seller Indemnified Parties”), from, ") from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered which are caused by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising arise out of or resulting fromof:

Indemnification by Buyer. Buyer agrees that it will indemnify, defendto defend and indemnify the Seller Indemnified Parties against, and to hold harmless the Sellers and their Affiliates, partners, and their respective successors and assigns (the “Seller Indemnified Parties”), Parties harmless from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claim, Party arising out of or resulting fromrelating to any of the following:

Indemnification by Buyer. Buyer agrees that it will shall indemnify, defend, defend and hold harmless the Sellers and their Affiliates, partners, Selling Parties and their respective successors directors, officers, employees, agents, attorneys, consultants, representatives, Affiliates, successors, transferees and assigns (the each, a “Seller Indemnified PartiesIndemnitee”)) promptly upon demand, fromat any time and from time to time, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties directly or indirectly, whether or not due to a third-party claimin connection with, arising out of or resulting fromas a result of the following: