Common use of Indemnification by Seller and Parent Clause in Contracts

Indemnification by Seller and Parent. Seller and Parent shall jointly and severally defend, indemnify, reimburse, and hold harmless Buyer, its Affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or Parent contained in this Agreement or any document to be delivered hereunder; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Parent pursuant to this Agreement or any document to be delivered hereunder; (c) any Action asserted by any person not party to this Agreement, which Action relates to the transactions contemplated hereby, including, without limitation, any Action (i) containing an allegation of breach of fiduciary duty, fraudulent transfer or conveyance of assets or liabilities, corporate waste, or any similar allegation; or (ii) asserting that any transaction contemplated hereby was not validly approved or authorized, or that such transaction is otherwise void or voidable; or (d) any Excluded Asset or Excluded Liability.

Indemnification by Seller and Parent. Subject to the limitations set forth in this ARTICLE VI, from and after the Closing, each of the Seller and the Parent shall hereby jointly and severally defend, agrees to indemnify, reimburse, defend and hold harmless Buyerharmless, its Affiliates to the fullest extent permitted by law, the Buyer and GoDaddy and their respective stockholders, directors, officers officers, managers, members, agents and employees from Affiliates (collectively, the “Buyer Indemnitees”) from, against and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, in respect of Losses arising from or relating torelated to any of the following: (a) any inaccuracy in or breach of any of representation or warranty or made by the representations or warranties of Seller or the Parent contained in the Purchase Documents delivered by the Seller or the Parent pursuant hereto; [***] Certain information in this Agreement or any document agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to be delivered hereunder;the omitted portions. (b) any breach or non-fulfillment of any covenant, covenant or any Purchase Documents or other agreement made or obligation to be performed by the Seller or the Parent contained herein or in any Purchase Document delivered by the Seller or the Parent pursuant to this Agreement or any document to be delivered hereunderAgreement; (c) any Action asserted by error or inaccuracy in the calculation of any person not party to this Agreement, which Action relates Earn Out Payment favorable to the transactions contemplated hereby, including, without limitation, any Action (i) containing an allegation of breach of fiduciary duty, fraudulent transfer Seller or conveyance of assets or liabilities, corporate waste, or any similar allegation; or (ii) asserting that any transaction contemplated hereby was not validly approved or authorized, or that such transaction is otherwise void or voidable; orthe Parent; (d) any contracts set forth on Schedule 6.1(d); (e) any Excluded Asset Liabilities; and (f) any fraud, willful breach or Excluded Liabilityintentional misrepresentation by the Seller or the Parent (or any of their respective agents) in connection with this Agreement or the transactions contemplated hereby.

Indemnification by Seller and Parent. Seller and Parent shall jointly and severally defend, indemnify, reimburse, and hold harmless Buyer, its Affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to: (a) a. any inaccuracy in or breach of any of the representations or warranties of Seller or Parent contained in this Agreement or any document to be delivered hereunder; (b) b. any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Parent pursuant to this Agreement or any document to be delivered hereunder; (c) c. any Action asserted by any person not party to this Agreement, which Action relates to the transactions contemplated hereby, including, without limitation, any Action (i) containing an allegation of breach of fiduciary duty, fraudulent transfer or conveyance of assets or liabilities, corporate waste, or any similar allegation; or (ii) asserting that any transaction contemplated hereby was not validly approved or authorized, or that such transaction is otherwise void or voidable; or (d) d. any Excluded Asset or Excluded Liability.