Common use of Indemnification by Corporation Clause in Contracts

Indemnification by Corporation. The Corporation covenants and agrees to defend, indemnify and hold harmless the Buyer, its officers, directors, employees, agents and controlling persons (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse the Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute or otherwise and whether or not resulting from third party claims), including, but not limited to, out-of-pocket expenses and reasonable attorneys' and accountants' fees and expenses incurred in the investigation or defense of any of the same that shall result in the successful assertion of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by the Corporation herein or in any of the Ancillary Documents or in connection herewith or therewith; (ii) any failure of the Corporation to perform any covenant or agreement hereunder or under any Ancillary Document or fulfill any other obligation in respect hereof or of any Ancillary Document; and (iii) any claim by any person for any finder's, broker's or other middleman's commission or compensation in respect of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any Buyer Indemnitee against any Losses until the aggregate amount of Losses suffered by all Buyer Indemnitees hereunder exceeds $5,000, and then only to the extent of such excess.

Indemnification by Corporation. The Corporation covenants and agrees to defendindemnify, indemnify defend and hold harmless the The Buyer and any parent, subsidiary or affiliate hereof and all directors, officers, employees and representatives of The Buyer, its officersat any time after the Closing until the General Survival Date (except that such indemnification obligations shall continue beyond the General Survival Date if a notice of claim for indemnification shall be delivered to the Corporation prior thereto, directorsin which case such indemnification obligations shall continue until the claim as to which such notice has been given is resolved and any applicable indemnification obligations have been satisfied), employees, agents and controlling persons (collectively, the "Buyer Indemnitees") from and againstagainst all demands, and pay claims, actions or reimburse the Buyer Indemnitees forcauses of action, any and all claimsassessments, losses, damages, liabilities, obligationscosts and expenses, lossesincluding without limitation, finesinterest, costs, royalties, proceedings, deficiencies or damages (whether absolute or otherwise and whether or not resulting from third party claims), including, but not limited to, out-of-pocket expenses penalties and reasonable attorneys' and accountants' fees and expenses incurred in the investigation or defense of any of the same that shall result in the successful assertion of their respective rights hereunder (collectively, "Losses")) asserted against, resulting from to, imposed upon or incurred by the Buyer or any member thereof, directly or indirectly, arising out ofof or in connection with: (ia) any the inaccuracy of any representation of the representations, warranties, covenants or warranty made by agreements of the Corporation herein made in or in pursuant to this Agreement; and (b) the breach or alleged breach of any warranty or representation of the Ancillary Documents Corporation of any covenant, obligation, condition or in connection herewith or therewith; (ii) any failure agreement of the Corporation to perform any covenant be performed, fulfilled or agreement hereunder complied with by the Corporation in or under any Ancillary Document or fulfill any other obligation in respect hereof or of any Ancillary Documentpursuant to this Agreement; and (iiic) any brokers or finders fees and expenses. Any claim by for indemnification may be used as a setoff against any person for any finder's, broker's or other middleman's commission or compensation in respect of the transactions contemplated by this Agreement. Notwithstanding the foregoing, monies owed to the Corporation shall not be obligated to indemnify any Buyer Indemnitee against any Losses until the aggregate amount of Losses suffered by all Buyer Indemnitees hereunder exceeds $5,000, and then only to the extent of such excessclaim is finally resolved.

Indemnification by Corporation. The Corporation covenants and agrees to defend, indemnify and hold harmless the BuyerInvestor, its officers, directors, employees, agents and controlling persons (collectively, the "Buyer Investor Indemnitees") from and against, and pay or reimburse the Buyer Investor Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute or otherwise and whether or not resulting from third party claims), including, but not limited to, out-of-pocket expenses and reasonable attorneys' and accountants' fees and expenses incurred in the investigation or defense of any of the same that shall result in the successful assertion of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by the Corporation herein or in any of the Ancillary Documents or in connection herewith or therewith; (ii) any failure of the Corporation to perform any covenant or agreement hereunder or under any Ancillary Document or fulfill any other obligation in respect hereof or of any Ancillary Document; and (iii) any claim by any person claiming through the Corporation for any finder's, broker's or other middleman's commission or compensation in respect of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any Buyer Indemnitee against any Losses until the aggregate amount of Losses suffered by all Buyer Indemnitees hereunder exceeds $5,000, and then only to the extent of such excess.