Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's officers, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result from:

Indemnification by Buyer. Buyer shall defend, will indemnify and hold harmless ------------------------ Seller and Seller's officerspartners and its and their respective Affiliates, and their shareholders, directors, shareholdersofficers, employees, agents, employees and affiliates, and their successors and permitted assigns (individuallyand any Person claiming by or through any of them, a "Seller Indemnitee" and ------------------ collectively as the "Seller Indemnitees") case may be, from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromagainst:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller Owner and Seller's officers, its affiliates and their respective stockholders, directors, shareholders, agents, officers and employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of Losses arising from or result fromrelating to:

Indemnification by Buyer. From and after Closing, Buyer shall defendindemnify Seller, indemnify Seller’s permitted assigns and hold harmless Seller Affiliates and Seller's officerstheir respective partners, directors, members, shareholders, agentsofficers, employees and affiliates, and their successors and permitted assigns agents (individually, a "the “Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Persons”) from and against the entirety of any and all LossesDamages the Seller Indemnified Persons may suffer resulting from, ------------------- suffered arising out of, relating to, in the nature of, or caused by a Seller Indemnitee, which arise out of or result fromthe following:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's its respective Affiliates, officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individually, each a "“Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Party”) from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise arising out of or result resulting from:

Indemnification by Buyer. (a) The Buyer shall defend, agrees to indemnify and hold harmless Seller the Seller, its Affiliates, and Seller's their respective officers, directors, shareholdersmanagers, agentsemployees, employees and affiliates, and their successors and permitted assigns (individuallyassigns, harmless from all Losses suffered or paid, directly or indirectly, as a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out result of or result fromarising out of:

Indemnification by Buyer. Buyer shall agrees to defend, indemnify indemnify, and hold harmless Seller and Seller's its officers, directors, shareholders, agents, employees and affiliatesAffiliates against and in respect of any and all loss, liability, lien, damage, costs and their successors and permitted assigns expense (individually, each a "Seller Indemnitee" and ------------------ collectively the "Seller IndemniteesIndemnification Claim") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of incurred or result resulting from:

Indemnification by Buyer. Buyer shall save, defend, indemnify and hold harmless Seller and Seller's its Affiliates, officers, directors, shareholdersand employees (collectively, agents, employees and affiliates, and their successors and permitted assigns (individually, a "the “Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Parties”) from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise Losses to the extent arising out of or result resulting from:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's officersSellers, directors, shareholders, agents, employees and affiliatestheir Affiliates, and their respective successors and permitted assigns (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "Seller Sellers' Indemnitees") harmless from, and will pay to Sellers' Indemnitees the amount of, all Damages arising directly or indirectly from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromin connection with:

Indemnification by Buyer. Buyer shall defend, will indemnify and hold ------------------------ harmless Seller and Seller's officersshareholders, directors, shareholdersofficers, employees, agents, employees successors and affiliatesassigns, and their successors and permitted assigns (individuallyany Person claiming by or through any of them, a "Seller Indemnitee" and ------------------ collectively as the "Seller Indemnitees") case may be, from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromagainst:

Indemnification by Buyer. (a) From and after Closing, Buyer shall hereby assumes and agrees to release, defend, indemnify and hold harmless Seller Sellers and Seller's their Affiliates, and each of their respective officers, managers, directors, shareholdersemployees, agentsequity owners, employees agents and affiliatessuccessors (collectively, and their successors and permitted assigns (individually, a "the “Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Parties”) harmless from and against any and all losses, liabilities, obligations, damages, costs and expenses (individually, a “Loss” and, collectively, “Losses”) to the extent based upon, ------------------- suffered by a Seller Indemnitee, which arise out of attributable to or result resulting from:

Indemnification by Buyer. (a) From and after the Closing, Buyer shall defendindemnify, indemnify defend and hold harmless Seller and Seller's officersits Affiliates, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns and the respective Representatives of each of the foregoing (individually, a "the “Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Persons”) from and against any and all LossesLosses of every kind, ------------------- nature or description asserted against, or sustained, incurred, suffered by a or accrued directly or indirectly by, such Seller Indemnitee, Indemnified Person which arise out of of, relate to or result fromfrom or as a consequence of any of the following:

Indemnification by Buyer. Buyer shall defend, agrees to indemnify and hold harmless Seller each of Parent, Seller, and Seller's officerstheir respective Affiliates, and their directors, shareholders, agentsofficers, employees and affiliates, and their successors and permitted assigns agents (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered Losses incurred by a such Seller Indemnitee, which arise out of Indemnitee in connection with or result arising from:

Indemnification by Buyer. Buyer shall defendjointly and severally, indemnify agrees to indemnify, defend and hold harmless Seller Seller, and Seller's the respective officers, directors, shareholdersrepresentatives, agents, employees of the Seller and affiliates, and their successors and permitted assigns (individually, a "of the Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromagainst:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless defend each of Seller and Seller's officers, directors, shareholders, agents, employees and affiliates, its Affiliates and their successors and permitted assigns respective Representatives (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all LossesLosses incurred or sustained by, ------------------- suffered or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by a Seller Indemnitee, which arise out of or result fromreason of:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's their directors, officers, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns (individually“Seller Indemnities”) harmless for, a "and will pay to the Seller Indemnitee" and ------------------ collectively Indemnities the "Seller Indemnitees") amount of, all Damages arising directly from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromin connection with:

Indemnification by Buyer. Buyer shall indemnify, defend, indemnify and hold harmless Seller Seller, and Seller's its officers, directors, shareholders, agents, employees and affiliatesemployees, and shareholders and their respective successors and permitted assigns (individuallycollectively "Seller's Indemnified Persons"), a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") harmless from and against any and all LossesIndemnity Loss asserted against, ------------------- suffered or incurred by a Seller Indemnitee, which arise any of Seller's Indemnified Persons arising out of or result fromin any way related to:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller defend each of the Sellers and Seller's each of Sellers’ respective officers, directorsmanagers, shareholdersemployees, members, agents, employees and affiliates, and their successors and permitted assigns advisors or representatives (individuallyeach, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from against, and against hold each Seller Indemnitee harmless from, any and all LossesDamages that such Seller Indemnitee may suffer or incur arising from, ------------------- suffered by a Seller Indemnitee, which arise out related to or in connection with any of or result fromthe following:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless defend each Seller and Seller's officers, directors, shareholders, agents, employees and affiliatesits Affiliates (the “Seller Indemnitees”) against, and their successors and permitted assigns (individuallyshall hold them harmless from, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses resulting from, ------------------- suffered arising out of, or incurred by a any Seller IndemniteeIndemnitee in connection with, which arise out of or result fromotherwise with respect to:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless Seller and Seller, any of Seller's officers, directors, shareholders, agents, employees agents and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses suffered or incurred by any such party by reason of, ------------------- suffered by a Seller Indemnitee, which arise or arising out of or result fromany of the following:

Indemnification by Buyer. From and after the Closing, Buyer shall defendindemnify, indemnify and hold harmless and defend Seller Parties and Seller's their respective Affiliates, officers, directors, shareholders, agents, employees directors and affiliates, and their successors and permitted assigns agents (individuallyeach, a "“Seller Indemnitee" and ------------------ collectively ” and, collectively, the "“Seller Indemnitees"”) from against and against in respect of any and all Losses, ------------------- Losses incurred or suffered by a any of such Seller Indemnitee, which Indemnitees that result from or arise out of or result fromof:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend with counsel reasonably acceptable to Seller, and hold harmless Seller and Seller's its successors and assigns and the directors, officers, directors, shareholders, agents, employees and affiliatesemployees, and their successors and permitted assigns agents of each (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "Seller IndemniteesGroup") ), at, and at any time after, the Closing, from and against any and all LossesLosses asserted against, ------------------- suffered resulting to, imposed upon, or incurred by a the Seller IndemniteeGroup, which arise out directly or indirectly, by reason of, resulting from, or arising in connection with, any of or result fromthe following:

Indemnification by Buyer. (a) Buyer shall defendagrees to indemnify, indemnify defend and hold harmless Seller each of the Sellers and Seller's their respective Affiliates and each of their respective officers, directors, employees, shareholders, agentscontrolling persons, employees Representatives and affiliates, and their successors and permitted assigns Affiliates (individuallyeach, a "“Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Person”) from and against and be liable for any and all LossesDamages related to or arising, ------------------- suffered directly or indirectly, out of, caused by a Seller Indemnitee, which arise out of or result resulting from:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless Seller and Seller's its Affiliates and their respective officers, directors, shareholdersemployees, agents, employees successors and affiliatesassigns (the “Seller Indemnified Parties”) against, and their successors and permitted assigns (individuallyshall hold them harmless from, a "Seller Indemnitee" and ------------------ collectively any Loss to the "Seller Indemnitees") extent such Loss arises from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromin connection with the following:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify and hold harmless Seller and defend Seller's , its directors, officers, directorsemployees, shareholderssubsidiaries, agents, employees and affiliates, affiliates and their successors respective successors, assigns and permitted assigns heirs, as applicable (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) after the Closing Date from and against any and all Losses, ------------------- Damages incurred or suffered by a Seller Indemniteethat result from, which relate to or arise out of or result fromof:

Indemnification by Buyer. (a) Buyer shall defend, agrees to indemnify and hold harmless Seller Seller, its Affiliates, and Seller's their respective officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individuallyassigns, harmless from all Losses suffered or paid, directly or indirectly, as a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out result of or result fromarising out of:

Indemnification by Buyer. Buyer shall defendwill indemnify, indemnify defend and ------------------------ hold harmless Seller and Seller's officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individuallyassigns, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromagainst:

Indemnification by Buyer. Effective after the Closing, Buyer shall defend, indemnify and hold harmless Seller and each of Seller's ’s shareholders, partners, affiliates, officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individuallycollectively, a "Seller Indemnitee" “Seller’s Indemnified Persons”) and ------------------ collectively the "Seller Indemnitees") shall reimburse Seller’s Indemnified Persons for, from and against any and all LossesLosses directly or indirectly relating to, ------------------- suffered by a Seller Indemnitee, which arise resulting from or arising out of or result fromof:

Indemnification by Buyer. Buyer shall defendagrees to indemnify, indemnify defend and hold harmless Seller Sellers, Parent and Seller's their respective officers, directors, shareholdersemployees, agentsagents and Affiliates (collectively, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") harmless from and against and to reimburse Seller Indemnitees for any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise Damages arising out of or result fromresulting from any one or more of the following:

Indemnification by Buyer. The Buyer shall defend, indemnify and hold harmless Seller the Sellers and Seller's officerstheir respective Related Persons, directors, shareholdersofficers, trustees, employees, agents, employees advisers and affiliatesrepresentatives (collectively, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against against, and pay or reimburse the Seller Indemnitees for, any and all LossesLosses resulting from, ------------------- suffered by a Seller Indemnitee, which arise arising out of or result fromrelating to:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless each Seller and Seller's its respective Affiliates, officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individually, each a "“Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Party”) from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise arising out of or result fromrelating to:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless Seller and Seller's officers, directors, shareholders, agents, employees and its affiliates, and their respective successors and permitted assigns and every director, officer, employee and agent of such entities (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from and against against, and shall pay and reimburse each of them for, any and all LossesLosses incurred or sustained by, ------------------- suffered or imposed upon, the Seller Indemnities based upon, arising out of, with respect to or by a Seller Indemnitee, which arise out of or result fromreason of:

Indemnification by Buyer. Buyer shall hereby agrees to defend, indemnify and hold harmless Seller and Seller's officers, directors, shareholders, agents, employees and affiliates, Sellers and their successors respective successors, assigns and permitted assigns affiliates (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees (collectively, "Seller Losses"), ------------------- suffered by a Seller Indemnitee, which arise resulting from or arising out of or result fromof:

Indemnification by Buyer. Buyer shall defendhereby agrees to indemnify, indemnify defend and hold harmless Seller Sellers, and Seller's prior to the Closing, the Company, and their respective officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individually, each a "Seller Indemnitee" and ------------------ collectively collectively, the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by as a Seller Indemniteeresult of, which arise or based upon or arising out of or result fromthe following:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller Sellers and Seller's their directors, officers, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) harmless for, and will pay to the Seller Indemnitees the amount of, all Damages arising directly from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromin connection with:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless Seller defend Sellers and Seller's its Affiliates and their respective stockholders, officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from against, and against shall hold them harmless from, any and all LossesLosses resulting from, ------------------- suffered arising out of, or incurred by a any Seller IndemniteeIndemnitee in connection with, which arise out of or result fromotherwise with respect to:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's officers, directors, shareholders, employees, Affiliates, agents, employees and affiliatesrepresentatives, and their successors and permitted assigns (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "Seller IndemniteesIndemnified Parties") ), from and against any and all Losses, ------------------- suffered Losses which any of them may sustain by a Seller Indemnitee, which arise out of or result fromreason of:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless defend Seller and each of Seller's ’s officers, directorsmanagers, shareholdersemployees, members, agents, employees and affiliatesadvisors or representatives (each, a “Seller Indemnitee”) against, and their successors and permitted assigns (individuallyhold each Seller Indemnitee harmless from, a "any Damages that such Seller Indemnitee" and ------------------ collectively Indemnitee may suffer or incur arising from, related to or in connection with any of the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromfollowing:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless defend Seller and Seller's their Affiliates and their respective stockholders, officers, directors, shareholdersemployees, agents, employees successors and affiliatesassigns (the “Seller Indemnitees”) against, and their successors and permitted assigns (individuallyshall hold them harmless from, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses resulting from, ------------------- suffered arising out of, or incurred by a any Seller IndemniteeIndemnitee in connection with, which arise out of or result fromotherwise with respect to:

Indemnification by Buyer. Buyer shall indemnify, defend, indemnify and hold harmless Seller Sellers and Seller's their respective successors and assigns, and their respective officers, directors, shareholders, agentsmembers, employees managers, Representatives, employees, agents and affiliates, and their successors and permitted assigns Affiliates (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"“Sellers Indemnified Persons”) from and against against, and shall reimburse Sellers Indemnified Persons for, any and all LossesLosses arising out of, ------------------- suffered by a Seller Indemnitee, which arise out of based upon or result fromin any way relating to:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless Seller and Seller's officersSellers (collectively, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from from, against and against with respect to any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise Loss arising out of or result fromin connection with any of the following:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless Seller Seller, its Affiliates, and Seller's their respective agents, representatives, officers, members, directors, shareholdersemployees, agents, employees and affiliatespartners, and their successors and permitted assigns equity holders (individuallyeach, a "“Seller Indemnitee" Indemnified Person”) from, against, and ------------------ collectively the "Seller Indemnitees") from and against with respect to any and all LossesLosses resulting from, ------------------- suffered by a Seller Indemnitee, which arise arising out of or result from:in connection with any of the following (in each case, without duplication):

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless Seller Sellers and Seller's their officers, directors, shareholders, agents, employees directors and affiliates, and their successors and permitted assigns affiliates (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result from:)

Indemnification by Buyer. Buyer shall defend, indemnify and hold ------------------------ harmless Seller Seller, its Affiliates and Seller's officers, any of their respective directors, shareholders, agentsofficers, employees and affiliatesagents (collectively, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller IndemniteesIndemnified Parties") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise Losses arising out of or result resulting from:

Indemnification by Buyer. Buyer shall agrees to protect, defend, indemnify indemnify, and hold harmless Seller Seller, its successors and Seller's assigns, and their respective officers, directors, shareholders, agents, employees shareholders and affiliates, and their successors and permitted assigns members (individuallyeach, a "“Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") ”), harmless from and against any and all LossesLosses asserted against, ------------------- suffered or incurred by a Seller Indemnitee, which Indemnitee that directly arise out of or result from:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless Seller Sellers and Seller's their officers, directors, shareholders, agents, employees directors and affiliates, and their successors and permitted assigns affiliates (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from from, against and against with respect to any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise Loss arising out of or result fromin connection with any of the following:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless Seller and Seller's officers, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns defend Sellers (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Sellers Indemnitees") from against, and against shall hold them harmless from, any and all LossesLosses resulting from, ------------------- suffered arising out of, or incurred by a Seller Indemniteeany Sellers Indemnitee in connection with, which arise out of or result fromotherwise with respect to:

Indemnification by Buyer. Buyer shall defend, indemnify Sellers and hold harmless Seller their Affiliates and Seller's officerstheir respective equity owners, directors, shareholdersemployees, agentsagents and other Representatives (collectively, employees the “Seller Indemnified Parties”) against and affiliates, and their successors and permitted assigns hold them harmless from the following Losses (individually, a "the “Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Indemnified Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result from:”):

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless Seller defend Sellers and Seller's their respective Affiliates and their respective stockholders, members, managers, officers, directors, shareholdersemployees, agents, employees administrators, personal representatives, successors and affiliatesassigns (the “Seller Indemnitees”) against, and their successors and permitted assigns (individuallyshall hold them harmless from, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses resulting from, ------------------- suffered arising out of, or incurred by a any Seller IndemniteeIndemnitee in connection with, which arise out of or result fromotherwise with respect to:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless each of Seller and Seller's its Affiliates and each of its respective Affiliates, officers, directors, shareholders, agents, employees and affiliatesRepresentatives, and their successors and permitted assigns (individuallyeach, a "“Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"”) from and against for any and all LossesLosses which may be incurred by such Seller Indemnitee relating to, ------------------- suffered by a Seller Indemniteebased upon, which arise resulting from or arising out of or result fromof:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless Seller and each Seller's officers, directorsits Affiliates, shareholdersemployees, agents, employees and affiliatesrepresentatives, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from and against any and all LossesLosses based upon, ------------------- suffered by a Seller Indemnitee, which arise resulting from or arising out of or result fromof:

Indemnification by Buyer. Buyer shall agrees to defend, indemnify and hold harmless Seller and Seller's officersParent and each of their successors, directors, shareholders, agents, employees assigns and affiliates, and their successors and permitted assigns Affiliates (individually, a "Seller “Buyer Indemnitee" ”, and ------------------ collectively collectively, the "Seller “Buyer Indemnitees"”) from and against and in respect of any and all LossesDamages suffered or incurred by any Buyer Indemnitee which is caused by, ------------------- suffered by a Seller Indemnitee, which arise resulting from or arising out of or result fromof:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless defend each Seller and Seller's its Affiliates and their respective stockholders, members, managers, officers, directors, shareholdersemployees, agents, employees successors and affiliatesassigns (the “Seller Indemnitees”) against, and their successors and permitted assigns (individuallyshall hold them harmless from, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesDamages resulting from, ------------------- suffered arising out of, or incurred by a any Seller IndemniteeIndemnitee in connection with, which arise out of or result fromotherwise with respect to:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless defend Seller and each of Seller's officers, directorsmanagers, shareholdersemployees, members, agents, employees and affiliates, and their successors and permitted assigns advisors or representatives (individuallyeach, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from against, and against hold each Seller Indemnitee harmless from, any and all LossesDamages that such Seller Indemnitee may suffer or incur arising from, ------------------- suffered by a Seller Indemnitee, which arise out related to or in connection with any of or result fromthe following:

Indemnification by Buyer. Buyer shall will defend, indemnify and hold harmless Seller Sellers and Seller's officerstheir respective equity holders, directors, shareholders, agentsofficers, employees and affiliates, and their successors and permitted assigns agents (individually, each a "Seller Buyer Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which Losses that arise out of or result from:

Indemnification by Buyer. Buyer shall indemnify, defend, indemnify and hold harmless Seller and Seller's its successors and assigns and the directors, officers, directors, shareholders, agents, employees and affiliatesemployees, and their successors and permitted assigns agents of each (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "Seller IndemniteesGroup") ), at, and at any time after, the Closing, from and against any and all LossesLosses asserted against, ------------------- suffered resulting to, imposed upon, or incurred by a the Seller IndemniteeGroup, which arise out directly or indirectly, by reason of, resulting from, or arising in connection with any of or result fromthe following:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's its officers, directors, shareholders, agents, employees and affiliatesAffiliates, and their representatives, successors and permitted assigns (individuallyeach, a "“Seller Indemnitee" ” and ------------------ collectively together with the "Seller Buyer Indemnitees", the “Indemnitees”) from and against any and all LossesLosses which may be incurred by such Seller Indemnitee relating to, ------------------- suffered by a Seller Indemniteebased upon, which arise resulting from or arising out of or result fromof:

Indemnification by Buyer. Buyer shall will defend, indemnify and hold harmless Seller Seller, its Affiliates, and Seller's officerstheir respective equity holders, directors, shareholders, agentsofficers, employees and affiliates, and their successors and permitted assigns agents (individually, each a "Seller Buyer Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses that constitute, ------------------- suffered by a Seller Indemnitee, which or arise out of or result fromin connection with:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller (and Seller's its respective Affiliates, and their respective officers, directors, shareholdersemployees, counsel, agents, employees and affiliates, and their successors and permitted assigns assigns) (individuallycollectively, a "the “Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Parties”) from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise Losses to the extent arising out of or result resulting from:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller Sellers and Seller's their directors, officers, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns (individually“Sellers Indemnitees”) harmless for, a "Seller Indemnitee" and ------------------ collectively will pay to the "Seller Indemnitees") Sellers Indemnitees the amount of, all Damages arising directly from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromin connection with:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's officers, directors, shareholders, agents, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result from:

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless Seller and Seller's each of its successors and assigns and each of their respective officers, directors, shareholders, agents, shareholders and employees and affiliates, and their successors and permitted assigns (individuallyeach, a "“Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"”) from and against any and all Losses, ------------------- suffered by a Damages that such Seller Indemnitee, which arise out of Indemnitees may suffer or result incur to the extent based on or resulting from:

Indemnification by Buyer. Buyer shall defend, will indemnify and hold harmless ------------------------ Seller and Seller's officerspartners, directors, shareholdersemployees, agents, employees successors and affiliatesassigns, and their successors and permitted assigns (individuallyany Person claiming by or through any of them, a "Seller Indemnitee" and ------------------ collectively as the "Seller Indemnitees") case may be, from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromagainst:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless defend Seller and Seller's its Affiliates and their respective stockholders, members, managers, officers, directors, shareholdersemployees, agents, employees successors and affiliatesassigns (the “Seller Indemnitees”) against, and their successors and permitted assigns (individuallyshall hold them harmless from, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses resulting from, ------------------- suffered arising out of, or incurred by a any Seller IndemniteeIndemnitee in connection with, which arise out of or result from:otherwise with respect to: 51

Indemnification by Buyer. Buyer shall defendindemnify, indemnify defend and hold harmless Seller Seller, its parent, Affiliates, successors and Seller's assigns and their respective directors, officers, directorsemployees, shareholders, agentsrepresentatives, employees trustees, beneficiaries and affiliatesagents (collectively, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") harmless from and against any and all Losses, ------------------- Claims or Losses suffered by Seller as a Seller Indemnitee, which arise out of or result fromof:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's officers, directors, shareholders, agents, employees and affiliates, its Affiliates and their successors and permitted assigns respective Representatives (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of arising from or result fromrelating to:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's officers, its affiliates, stockholders, directors, shareholdersofficers and employees (collectively, agents, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of Losses arising from or result fromrelating to:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's each of its officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from and against for any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise Losses arising out of or result resulting from:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless --------------------------------------- defend Seller and Seller's its officers, directors, shareholdersemployees, agents, employees and stockholders or affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses arising out of, ------------------- suffered by a Seller Indemnitee, which arise out of based upon or result fromrelating to:

Indemnification by Buyer. Buyer shall indemnify, defend, indemnify and hold harmless Seller each Restricted Person and Seller's their respective successors and assigns, and their respective officers, directors, shareholders, agentsmembers, employees managers, Representatives, employees, agents and affiliates, and their successors and permitted assigns Affiliates (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"“Sellers Indemnified Persons”) from and against against, and shall reimburse Sellers Indemnified Persons for, any and all LossesLosses arising out of, ------------------- suffered by a Seller Indemnitee, which arise out of based upon or result fromin any way relating to:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller Seller, its Affiliates and Seller's their respective officers, directors, shareholdersowners, managers, employees, agents, employees and affiliatesadvisors, and their other Representatives, successors and permitted assigns (individuallycollectively, a "the “Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"Indemnified Parties”) from and against any and all LossesLosses arising out of, ------------------- suffered by a Seller Indemnitee, which arise out of resulting from or result fromrelating to:

Indemnification by Buyer. (a) Buyer shall defend, indemnify and hold harmless defend the Seller Group and Seller's its Affiliates and their respective stockholders, members, managers, officers, directors, shareholdersemployees, agents, employees successors and affiliatesassigns (the “Seller Indemnitees”) against, and their successors and permitted assigns (individuallyshall hold them harmless from, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all LossesLosses resulting from, ------------------- suffered arising out of, or incurred by a any Seller IndemniteeIndemnitee in connection with, which arise out of or result fromotherwise with respect to:

Indemnification by Buyer. Subject to the terms and conditions set forth herein, Buyer shall defend, indemnify and hold harmless Seller each of the Sellers and Seller's their respective partners, officers, directorsemployees, shareholdersattorneys, agentsaccountants and other agents and Affiliates (collectively, employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from and against in respect of any and all LossesDamages incurred by any Seller Indemnitee as a result of, ------------------- suffered by a Seller Indemnitee, which arise in connection with or arising out of or result fromof:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and Seller's officers, directors, shareholders, agents, employees and affiliateshis Affiliates, and their respective successors and permitted assigns (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "Seller Seller's Indemnitees") harmless from, and will pay to Seller's Indemnitees the amount of, all Damages arising directly or indirectly from and against any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result fromin connection with:

Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller Seller, its successors and Seller's assigns, and its officers, directors, shareholdersemployees, agents, employees agents and affiliates, and their successors and permitted assigns affiliates (individually, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees"“Seller’s Indemnified Persons”) from and against against, and shall reimburse Seller’s Indemnified Persons for, any and all LossesLosses arising out of, ------------------- suffered by a Seller Indemnitee, which arise out of based upon or result fromin any way relating to:

Indemnification by Buyer. (i) To the extent set forth in this Section 10(b), from and after the Closing, Buyer shall defendagrees to indemnify, indemnify defend and hold harmless Seller and Seller's its Affiliates and their respective officers, directors, shareholdersemployees, agentsstockholders, employees and affiliates, and their successors and permitted assigns (individuallycollectively, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from against and against in respect of all Losses that any and all LossesSeller Indemnitee suffers or incurs as a result of, ------------------- suffered by a Seller Indemnitee, which arise arising out of or result frombased upon:

Indemnification by Buyer. Buyer shall indemnify, defend, indemnify and hold harmless ------------------------ Seller and Seller's officersMembers, directorsand their respective representatives, shareholdersstockholders, agents, employees controlling persons and affiliates, at, and their successors and permitted assigns (individuallyat any time after, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") Closing, from and against any and all LossesLosses asserted against, ------------------- suffered resulting to, imposed upon, or incurred by a Seller Indemniteeand/or Members, which arise out to the extent arising from any of or result fromthe following:

Indemnification by Buyer. Buyer shall hereby agrees to defend, indemnify and hold harmless Seller the Sellers and Seller's each of the Sellers’ affiliates, officers, directors, shareholdersemployees, agents, employees and affiliates, and their successors and permitted assigns (individually“Sellers’ Indemnified Persons”) and shall reimburse the Sellers’ Indemnified Persons for, a "Seller Indemnitee" and ------------------ collectively the "Seller Indemnitees") from and against any and all Losses, ------------------- suffered by a Seller Indemniteedirectly or indirectly relating to, which arise resulting from or arising out of or result fromof:

Indemnification by Buyer. Buyer shall defendwill indemnify, indemnify defend and hold harmless Seller and Seller's officersits successors, assigns, directors, shareholdersofficers, agents, agents and employees and affiliates, and their successors and permitted assigns (individually, a "Seller Indemnitee" and ------------------ collectively the "“Seller Indemnitees"”) from against and against in respect of any and all Losses, ------------------- suffered by as a Seller Indemnitee, which arise out of or result fromof: