Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Seller shall defend, indemnify 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:

Indemnification by Seller. Seller shall defend, will indemnify and hold harmless Buyer, ------------------------- Buyer and its affiliates shareholders and its and their respective stockholdersAffiliates, and the shareholders, directors, officers officers, employees, agents, successors and employees assigns and any Person claiming by or through any of them, as the case may be, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating toagainst:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates Purchaser and their respective stockholdersPurchaser's shareholders, directors, officers officers, employees, agents, affiliates, successors, and employees assigns from any and against all demands, claims, actions, causes of actions, lawsuits, proceedings, judgments, losses, damages, injuries, liabilities, settlementsobligations, losses, costs and expenses, and costs (including costs of litigation and attorneys’ fees and disbursements' fees), arising from any breach of any agreement, representation or relating to:warranty made by any of them in this Agreement. ARTICLE SIX

Indemnification by Seller. The Seller shall defend, indemnify and hold harmless Buyerthe Purchaser, its affiliates officers, directors, stockholders, agents, servants and employees and their respective stockholdersheirs, directorspersonal and legal representatives, officers guardians, successors and employees assigns, from and against any and all claims, judgments, damagesthreats, liabilities, settlementstaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses, expenses (including attorneys’ ' and experts' fees and disbursementscourt costs) of every kind and nature arising out of, arising from resulting from, or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerSynergy, 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:

Indemnification by Seller. Seller shall defend, hold harmless, and indemnify Buyer and hold harmless Buyerits employees, its affiliates officers, and their respective stockholdersmanagers, directors, officers and employees from and members against all claims, judgmentsliabilities, damages, liabilities, settlements, losses, costs claims, judgments and expenses, expenses (including reasonable attorneys’ fees and disbursements, related costs) arising from (i) the conduct of Seller’s business; or relating to:(ii) a breach by Seller of any of the covenants, agreements, warranties or representations contained in this Agreement.

Indemnification by Seller. Seller shall defend, indemnify 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:

Indemnification by Seller. Seller shall defend, will indemnify and hold ------------------------- harmless Buyer, Buyer and its affiliates shareholders and its and their respective stockholdersAffiliates, and their shareholders, directors, officers officers, employees, agents, successors and employees assigns and any Person claiming by or through any of them, as the case may be, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating toagainst:

Indemnification by Seller. Seller shall agrees to protect, defend, indemnify and hold harmless and indemnify Buyer, its affiliates and their respective stockholdersofficers, directors, officers dealers, employees, agents and employees from and affiliates, against all claims, judgmentsactions, damagessuits, proceedings, demands (collectively, “Claims”), including all liabilities, settlements, losses, costs, expenses (including all legal costs and expenses) and all judgments, settlements and judicially or administratively imposed damages (including attorneys’ fees and disbursementsall consequential damages) (collectively with Claims, arising “Losses”), resulting from or relating arising or related to:

Indemnification by Seller. Seller shall defendprotect, indemnify indemnify, and hold harmless Buyer, its affiliates Purchaser and their respective stockholdersPurchaser’s shareholders, directors, officers officers, employees, agents, affiliates, successors, and employees assigns from any and against all demands, claims, actions, causes of actions, lawsuits, proceedings, judgments, losses, damages, injuries, liabilities, settlementsobligations, losses, costs and expenses, and costs (including costs of litigation and attorneys’ fees and disbursements' fees), arising from any breach of any agreement, representation or relating to:warranty made by any of them in this Agreement.

Indemnification by Seller. Seller shall defendindemnify the Company and Buyer in respect of, indemnify and hold the Company and Buyer harmless Buyeragainst, its affiliates any and their respective stockholdersall debts, directorsobligations and other liabilities (whether absolute, officers and employees from and against all claimsaccrued, judgmentscontingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, liabilitiesfines, settlementsfees, lossespenalties, costs interest obligations, deficiencies, losses and expenses, expenses (including attorneys’ without limitation attorneys fees and disbursements, arising from litigation costs) incurred or relating tosuffered by the Company and Buyer:

Indemnification by Seller. Seller shall defendindemnify, indemnify defend and hold harmless Buyer and Buyer’s affiliates, its affiliates and their respective stockholdersofficers, directors, officers shareholders, partners, members, managers, employees, agents and employees representatives (collectively, “Buyer Group”) harmless from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursementsLosses based upon, arising from out of, in connection with, or relating to:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholdersmembers, directorsmanagers, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ ' fees and disbursementsdisbursements (a "Loss"), arising from or relating to:

Indemnification by Seller. Seller shall defendhereby agrees to indemnify, indemnify defend and hold harmless Buyer, Purchaser and its affiliates and their respective stockholders, directors, officers officers, agents and employees from and against any and all claims, judgmentslosses, damages, liabilities, settlements, losses, costs liabilities and expenses, including attorneys’ including, without limitation, reasonable legal fees and disbursementscourt costs, arising from or relating toto which any of them may become subject as the result of:

Indemnification by Seller. (a) Subject to the provisions of subsection 7(b) below, Seller shall defendagrees to indemnify, indemnify defend and hold harmless Buyer, its affiliates and their respective stockholdersemployees, directorsagents and representatives, officers against any and employees from and against all claims, judgmentslosses, damages, damages and liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursementsfees, incurred by any of them arising out of any breach of any representation by Seller, resulting from the actual adulteration or relating to:misbranding of Product, or any defect in materials or workmanship.

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless BuyerBuyer and its Affiliates, its affiliates and their respective stockholdersofficers, directorsemployees, officers agents and employees representatives (each, a “Buyer Indemnitee”) from and against any and all actual or contingent claims, judgmentsdemands, suits, losses, liabilities, damages, liabilitiesobligations, settlementspayments, lossescosts, costs and expenses, expenses (including reasonable attorneys’ fees and disbursementsfees) to the extent directly resulting from either Seller’s or any of its Affiliate’s, arising from as the case may be, gross negligence or relating to:willful misconduct in connection with this Agreement.

Indemnification by Seller. Seller shall defendagrees to defend Buyer, its Affiliates and its (and its Affiliates’) directors, officers, employees and agents (the “Buyer Indemnified Parties”) at Seller’s cost and expense, and will indemnify and hold Buyer and the other Buyer Indemnified Parties 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, any Losses resulting from any Claims arising from out of or relating toin connection with:

Indemnification by Seller. Seller shall agrees to defend, indemnify indemnify, and hold harmless Buyer, Buyer and its affiliates and their respective stockholdersofficers, directors, officers agents, employees, and employees from Affiliates against and against in respect of any and all claimsloss, judgmentsliability, damageslien, liabilitiesdamage, settlementscost and expense (each, losses, costs and expenses, including attorneys’ fees and disbursements, arising from a "Buyer Indemnification Claim") incurred or relating toresulting from:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerBuyer and its directors, its affiliates and their respective stockholdersofficers, directors, officers agents and employees Affiliates from and against any and all claimsLosses that they may suffer, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, incur or sustain arising from out of or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, and its affiliates and their respective stockholders, directors, officers and employees (“Seller Indemnitees”) from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, Losses arising from or relating to:

Indemnification by Seller. Seller shall defendwill indemnify, indemnify hold harmless, and hold harmless Buyerdefend Buyer from all liability for loss, its affiliates and their respective stockholdersdamage, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, or injury to person or property in any manner arising from out of or relating to:incident to the performance of the contract.

Indemnification by Seller. The Seller shall defend, indemnify and hold harmless the Buyer, its affiliates officers, directors, stockholders, agents, servants and employees, and their respective stockholdersheirs, directorspersonal and legal representatives, officers guardians, successors and employees assigns, from and against any and all claims, judgments, damagesthreats, liabilities, settlementstaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses, expenses (including attorneys’ and experts’ fees and disbursementscourt costs) of every kind and nature arising out of, arising from resulting from, or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, members, managers, 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:

Indemnification by Seller. Seller shall defendagrees to indemnify, indemnify defend and hold harmless BuyerPurchaser, its affiliates successors and their respective stockholdersassigns, directorsmembers, officers and managers, shareholders, officers, directors and/or employees of each of them, harmless for, from and against any and all claims, judgments, damagesdemands, liabilities, settlementscosts, expenses, damages and losses, costs cause or causes of action and expensessuit or suits of any nature whatsoever, including including, without limitation, attorneys’ fees and disbursementsfees, arising from any misrepresentation or relating to:breach of any warranty or covenant by Seller in this Agreement.

Indemnification by Seller. (a) Seller shall defend, indemnify and hold harmless Buyer, Buyer and its affiliates and their respective stockholdersofficers, directors, officers members, agents and employees affiliates, from and against any and all demands, claims, judgmentsactions or causes of action, damages, liabilities, settlementsassessments, losses, diminution in value, damages liabilities, costs and expenses, including but not limited to reasonable attorneys’ ' fees and disbursements("Losses"), suffered or incurred by any such party by reason of or arising from or relating toout of any of the following:

Indemnification by Seller. Seller shall defendindemnify, indemnify hold harmless, defend and hold harmless bear all costs of defending Buyer, together with its affiliates successors and their respective stockholdersassigns, directorsfrom, officers against and employees from with respect to any and all damage, loss, deficiency, expense (including any reasonable attorney and accountant fees, legal costs or expenses), action, suit, proceedings, demand, assessment or judgment to or against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, Buyer (collectively referred to as the "Aggregate Net Loss") arising from out of or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, Purchaser and its affiliates and their respective stockholdersofficers, directors, officers agents, employees and employees affiliates from any and against all demands, claims, actions, suits, proceedings, assessments, judgments, damages, liabilities, settlementscosts, losses, costs damages, liabilities and expensesexpenses (including reasonable attorneys' fees) relating to or arising out of any breach or inaccuracy by Seller of any representation, including attorneys’ fees and disbursementswarranty, arising from covenant or relating to:agreement set forth in this Agreement or in any instrument delivered pursuant to this Agreement.

Indemnification by Seller. Seller shall defend, indemnify and hold Buyer and its officers, directors and Affiliates (the "Buyer Indemnified Parties") harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgmentslosses, liabilities, damages, liabilities, settlements, lossesdeficiencies, costs and expenses, including reasonable attorneys’ ' fees and disbursementsexpenses of investigation and defense (collectively, arising from "Losses") incurred by a Buyer Indemnified Party directly or relating toindirectly as a result of:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerPurchaser, its affiliates (including the Companies from and after the Closing Date) and their respective stockholdersmembers, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursementsdisbursements (each a “Loss”), arising from or relating to:

Indemnification by Seller. Seller shall will at all times defend, indemnify indemnify, protect and hold harmless Buyer, Buyer and its affiliates and their respective stockholders, directors, officers officers, agents, employees, participants and employees assigns, from and against any and all claimsLosses arising in whole or in part out of the willful misconduct and/or negligent performance of any obligations of Seller under this Agreement; provided, judgmentshowever, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising that Seller will not be required to indemnify any indemnified Person for any Losses to the extent resulting from the misconduct or relating to:negligence of such indemnified Person.

Indemnification by Seller. Seller shall defendagrees to indemnify, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees defend each Buyer from and against any and all claimslosses, damages, injuries, liabilities, penalties, fines, judgments, damagesclaims, liabilitiesdemands, settlementssuits, lossesactions, costs and expenses, expenses (including reasonable attorneys’ fees and disbursements' fees) resulting from, arising from out of or relating to:connected with all injuries to person, damages to property, or demurrage charges which are caused by the negligent action or inaction or willful misconduct of Seller in connection with the operation of the Facility or under the Pier and Harbour Usage Agreement.

Indemnification by Seller. Seller shall defend, indemnify 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 disbursementsdisbursements (collectively, “Losses”), arising from or relating to:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates Affiliates and their respective stockholders, directors, officers and employees from and against all actual, out-of-pocket claims, actions, obligations, awards, judgments, fines, penalties, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursementsdisbursements (collectively, “Losses”) arising from or relating related to:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerPurchaser, and each of its affiliates and their respective stockholdersofficers, directors, officers affiliates, employees, agents and employees shareholders, harmless from and against any and all claimslosses, judgmentsliabilities, damages, liabilities, settlements, losses, costs and expensesexpenses (including reasonable attorneys fees) asserted against or incurred by Purchaser, including attorneys’ fees or any of its officers, directors, affiliates, employees, agents and disbursementsshareholders, arising resulting from or relating toarising out of or in connection with:

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless Buyer, its affiliates Buyer and their respective stockholdersofficers, directors, officers employees, and employees shareholders and their respective successors and assigns (collectively, "Buyer's Indemnified Persons") harmless from and against all claimsan Indemnity Loss asserted against, judgmentssuffered, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, or incurred by any of Buyer's Indemnified Persons arising from out of or relating in any way related to:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerPurchaser, its affiliates and Affiliates, their respective stockholdersofficers, directors, officers employees and employees agents from and against any and all claims, judgmentslosses, liabilities, actions or causes of action, assessments, damages, liabilitiesfines, settlements, lossespenalties, costs and expensesexpenses (including, including attorneys’ without limitation, reasonable fees and disbursementsdisbursements of counsel) (collectively, "Losses"), based upon, in connection with, arising from out of, or relating toresulting from, any of the following:

Indemnification by Seller. (a) Seller shall defendindemnify, indemnify and hold harmless and defend Buyer, its affiliates Buyer's Affiliates and their respective stockholderspartners, members, shareholders, owners, officers, directors, officers employees and employees agents and their respective personal representatives, successors and assigns, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, any Losses arising from out of or relating tocaused by:

Indemnification by Seller. The Seller shall defend, will indemnify and hold harmless Buyer, the Buyer and its affiliates and their respective stockholders, directors, officers officers, partners, principals and employees from affiliates with respect to any and against all claimslosses, judgmentsliabilities, damages, liabilitiesor expenses (including, settlementswithout limitation, losses, costs and expenses, including reasonable attorneys’ fees and disbursements) (collectively, “Damages”) arising from the breach of any of the representations, warranties or relating to:agreements made hereunder by the Seller or enforcing its rights under this Agreement.

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless Buyer, its affiliates Buyer and their the respective stockholdersofficers, directors, officers shareholders, members, managers, employees and employees from agents of Buyer, and their successors and assignees (the "Buyer Indemnified Parties") harmless from, against all claimsand with respect to any claim, judgmentsliability, damagesobligation, liabilitiesloss, settlementsdamage, lossesassessment, costs judgment, legal fee, cost and expenses, including attorneys’ fees and disbursementsexpense of any kind or character ("Damages"), arising from out of or in any manner incident, relating or attributable to:

Indemnification by Seller. Seller shall defendagrees to indemnify, indemnify defend and hold harmless Buyer and all directors, officers, employees and representatives of Buyer, its affiliates and their respective stockholders, directors, officers and employees at any time after the Closing from and against all demands, claims, judgmentsactions or causes of action, assessments, losses, damages, liabilities, settlements, losses, costs and expenses, including without limitation, interest, penalties and reasonable attorneys’ fees and disbursementsexpenses (collectively, “Losses”) asserted against, resulting to, imposed upon or incurred by the Buyer, directly or indirectly, arising from out of or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify 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, Losses arising from or relating to:

Indemnification by Seller. (a) Seller shall defendindemnify, indemnify and hold harmless and defend Buyer, its affiliates Buyer's Affiliates, Owner Entity and their respective stockholderspartners, members, shareholders, owners, officers, directors, officers employees and employees agents and their respective personal representatives, successors and assigns, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, any Losses arising from out of or relating tocaused by:

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless Buyer, its affiliates any officer or director thereof, and their respective stockholderspermitted assigns with respect to any and all demands, directorsclaims, officers and employees from and against all claimsactions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, settlementsrecoveries, lossesdeficiencies, costs and expensesexpenses (including interest, including penalties and reasonable attorneys’ fees ' fees) of every kind and disbursements, description (collectively "Claim") relating to or arising from or relating toout of:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, members, managers, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursementsfees, arising from or relating to:

Indemnification by Seller. Seller shall defendSeller, indemnify in addition to all other express indemnities set forth elsewhere herein, hereby agrees to indemnify, defend and hold harmless Buyer, Purchaser and each of its affiliates and their respective stockholdersaffiliates, directors, officers officers, employees, representatives and employees agents from and against all claimsany loss, judgmentsclaim, damages, liabilitiesliability, settlementsobligation, losses, costs and expensescost or expense, including reasonable attorneys’ , consultants and expert fees and disbursements(collectively, “Claims”), incurred by or asserted against it in connection with or arising from or relating toout of:

Indemnification by Seller. Seller shall defend, indemnify indemnify, and hold harmless Buyer, Buyer and its affiliates and their respective stockholders, directors, officers officers, employees and employees agents from and against any and all claimsclaims (including without limitation any investigation, judgmentsaction or other proceeding, damages, losses, liabilities, settlements, losses, costs and expenses, expenses (including without limitation reasonable attorneys’ fees and disbursementscourt costs)) (“Losses”) that constitute, arising from or relating toarise out of or in connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ ' fees and disbursementsdisbursements (collectively, “Losses”), arising from or relating to:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates 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 disbursementsdisbursements (“Damages”), arising from or relating to:

Indemnification by Seller. Seller shall protect, defend, indemnify and hold harmless Buyerthe Buyer and its past, its affiliates present and their respective stockholdersfuture officers, directors, officers employees, agents, advisors, consultants, Affiliates, controlling persons, subsidiaries, representatives, successors and employees assigns (individually, a "Buyer Indemnified Party" and collectively, the "Buyer Indemnified Parties"), from and against any and all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from Damages sustained by such Persons as a result of or relating to:in connection with

Indemnification by Seller. (a) Subject to Section 9.2(b), Seller shall indemnify, defend, indemnify and hold harmless Buyer, Buyer and its affiliates and their respective stockholdersofficers, directors, officers employees, Affiliates, successors and employees assigns from and against all claimsagainst, judgmentsand pay or reimburse each of them for and with respect to, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursementsany Loss relating to, arising from out of or relating toresulting from:

Indemnification by Seller. Seller shall defendhereby agrees to indemnify, indemnify defend and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees Purchaser from and against any and all claims, judgmentslosses, damages, liabilities, settlements, losses, costs liabilities and expenses, including attorneys’ including, without limitation, reasonable legal fees and disbursementscourt costs, arising from or relating toto which he may become subject as the result of:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerPurchaser, its affiliates and the Company and/or their respective stockholdersshareholders, directors, officers and employees officers, employees, agents, successors and/or assigns harmless from and against any and all claimslosses, judgmentsliabilities, damages, liabilitiesclaims, settlementscosts, losses, costs and expensesexpenses and/or assessments, including attorneys’ attorneys and other professional fees and disbursementscosts as well as fines, arising penalties and/or interest (collectively, "Losses") suffered or incurred by any of them which result from or relating toarise out of:

Indemnification by Seller. (a) Seller shall defendindemnify, indemnify and hold harmless and defend Buyer, Buyer's Affiliates and its affiliates partners, members, shareholders, owners, officers, directors, employees and agents and their respective stockholderspersonal representatives, directorssuccessors and assigns, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, any Losses arising from out of or relating tocaused by:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates Purchaser and each of their respective stockholdersofficers, directors, officers affiliates, employees, agents and employees shareholders, harmless from and against any and all claimslosses, judgmentsliabilities, damages, liabilities, settlements, losses, costs and expensesexpenses (including reasonable attorneys fees) asserted against or incurred by Purchaser or any of their officers, including attorneys’ fees directors, affiliates, employees, agents and disbursementsshareholders, arising resulting from or relating toarising out of or in connection with:

Indemnification by Seller. From and after the Effective Time, Seller shall defendindemnify, indemnify defend and hold harmless Buyer, its affiliates Affiliates, and their respective stockholdersthe officers, directors, officers employees, stockholders and employees partners of each, from and against any and all claims, judgmentslosses, damages, liabilities, settlementsexpenses and costs (including, losses, costs and expenses, including without limitation reasonable attorneys’ fees and disbursements, expenses but excluding in all cases consequential damages) of any kind (“Damages”) caused thereto arising from out of or relating toto any of the following:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates Purchaser and their respective stockholders, Purchaser's directors, officers shareholders, officers, employees, agents, affiliates, subsidiaries, successors and employees assigns from and against any and all claims, judgments, damages, liabilities, settlementsobligations, losses, costs costs, expenses (including, without limitation, reasonable legal, accounting and similar expenses), including attorneys’ fees fines and disbursementsdamages (individually a "Loss" and collectively "Losses"), arising from or relating toout of:

Indemnification by Seller. The Seller shall defend, indemnify and hold harmless Buyerthe Purchasers and each of them, its affiliates and their respective stockholdersheirs, directorspersonal and legal representatives, officers guardians, successors and employees assigns and insurers of the same, from and against any and all claims, judgments, damagesthreats, liabilities, settlementstaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses, expenses (including attorneys’ ' and experts' fees and disbursementscourt costs) of every kind and nature arising out of, arising from resulting from, or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold Purchaser harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees from and against any and all claimsclaims and suits of any kind, judgments, damages, liabilities, settlements, losses, all costs and expenses, expenses including attorneys’ attorney’s fees and disbursements, arising other defense costs resulting from or relating to:arising out of the work done or required to be done hereunder by Seller, as well as attorney’s fees incurred in enforcing this indemnity, and warrants that all work is and shall be free of mechanics’ and materialmen’s liens.

Indemnification by Seller. (a) Seller shall defendindemnify, indemnify and hold harmless and defend Buyer, its affiliates Buyer's Affiliates, the Transferred Entities and their respective stockholderspartners, members, shareholders, owners, officers, directors, officers employees and employees agents and their respective personal representatives, successors and assigns, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, any Losses arising from out of or relating tocaused by:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates (including the Company from and after the Closing Date) 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 disbursementsdisbursements (a “Loss”), arising from or relating to:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, ---------------------------------------- defend Buyer and its affiliates and their respective stockholdersofficers, directors, officers and employees employees, agents, stockholders or affiliates, from and against any and all losses, liabilities, claims, judgments, damages, liabilities, settlements, lossesTax, costs and expensesexpenses (including reasonable attorneys' fees) (collectively, including attorneys’ fees and disbursements"Losses"), arising from out of or relating tobased upon:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, Buyer’s officers and employees directors harmless from and against all all, losses, claims, judgments, damages, liabilitiesactions, settlementssuits, lossesdemands, costs and other expenses, including attorneys’ fees and disbursements, arising which may be made against or incurred by any of them resulting from or relating to:arising out of or in any way connected with any misrepresentation, breach or nonfulfillment of any representation, warranty or covenant made by Seller, subject to the limitations and restrictions provided in Sections 12.2 and 12.3.

Indemnification by Seller. Seller shall defendindemnify, indemnify defend and hold harmless the Buyer and the Buyer's board members, its affiliates and their respective stockholdersofficers, trustees, directors, officers agents, employees and employees affiliates from and against any and all claims, demands, liabilities (including reasonable attorney's fees), and judgments, damagesfines, liabilities, settlements, losses, costs settlements and expenses, including attorneys’ fees and disbursements, other amounts ("Damages") arising from any and all civil, criminal, administrative or investigative proceedings ("Claims") relating toto or arising out of:

Indemnification by Seller. Seller shall defendindemnify, indemnify defend and hold harmless Buyer and the Company and Buyer, its affiliates 's and their respective stockholdersthe Company's officers, directors, officers employees and employees from shareholders and their heirs, representatives, successors and assigns, against and in respect of any and all losses, costs, expenses, claims, judgments, damages, obligations and liabilities, settlementsincluding interest, losses, costs penalties and expenses, including attorneys’ reasonable attorneys fees and disbursementsdisbursements ("Damages"), which Buyer, the Company or any such person may suffer, incur or become subject to arising from out of, based upon or relating tootherwise in respect of:

Indemnification by Seller. Seller shall defendand does hereby indemnify, indemnify defend and hold harmless BuyerPurchaser and its designee for purposes of taking title to the Property (collectively, its affiliates "Seller Indemnitees") against and their respective stockholdersin respect of any and all losses, directorscosts, officers and employees from and against all expenses (including, without limitation reasonable attorneys' fees), claims, judgmentsactions, damages, liabilitiesobligations, settlementsand liabilities (collectively, losses, costs and expenses, including attorneys’ fees and disbursements"DAMAGES"), arising from out of, based upon or relating to:otherwise in respect of any inaccuracy in or breach of any such representation or warranty made in or pursuant to this Agreement.

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerBuyer and its members, its affiliates and their respective stockholderspartners, directors, officers officers, employees and employees agents (each a “Seller Indemnitee”) from and against any and all claimsclaims (including without limitation any investigation, judgmentsaction or other proceeding, damages, losses, liabilities, settlements, losses, costs and expenses, expenses (including attorneys’ without limitation reasonable attorney’s fees and disbursementscourt costs)) that constitute, arising from or relating toarise out of or in connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerPurchaser, its affiliates and their respective members, 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:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerBuyer (and its respective Affiliates, its affiliates and their respective stockholdersofficers, directors, officers employees, counsel, agents, successors and employees assigns) (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, claims, judgmentsactions or causes of action, assessments, losses, damages, liabilities, settlements, losses, costs and expenses, expenses (including reasonable attorneys’ fees and disbursementsfees) (collectively, “Losses”) to the extent arising from out of or relating toresulting from:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholdersdirect and indirect members, shareholders, partners, managers, officers, directors, officers trustees and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ ' fees and disbursementsdisbursements (a "Loss"), arising from or relating to:

Indemnification by Seller. The Seller shall hereby agrees to defend, indemnify and hold harmless Buyer, and indemnify the Purchaser and its affiliates Affiliates and their respective stockholdersemployees, officers, directors, officers stockholders, partners and employees representatives from and against all any losses, assessments, Liabilities, claims, judgments, damages, liabilities, settlements, losses, costs and expenses, expenses (including without limitation reasonable attorneys’ fees and disbursements, arising from ) which arise out of or relating relate to:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, Buyer and its affiliates and their respective stockholders, directors, officers officers, agents, representatives and employees from from, against and against in respect of, any and all costs, losses, claims, judgments, damages, liabilities, settlementsfines, lossespenalties, damages and expenses (including without limitation interest which may be imposed in connection therewith, and court costs and expenses, including attorneys’ reasonable fees and disbursements, disbursements of counsel) resulting from arising from out of or relating toincurred by Buyer or said persons in connection with any of the following:

Indemnification by Seller. Seller shall defendindemnify, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees defend Purchaser from and against any and all claimslosses, judgmentsliabilities, damages, liabilities, settlements, lossesexpenses and other costs (including court costs, costs of investigation and expensesreasonable attorneys' fees) (collectively "Loss" or "Losses") arising out of any actions, including attorneys’ fees and disbursementssuits, arising from or relating to:other proceedings, claims or demands brought by bona fide third parties, which arise out of, or are related to the breach of any representation, warranty or covenant of the Seller or to the KMS Claims.

Indemnification by Seller. Seller shall defendhereby agrees to indemnify, indemnify defend and hold harmless BuyerBuyer and its shareholders, its affiliates and their respective stockholdersofficers, directors, officers employees, agents and employees affiliates from and against all demands, claims, judgmentsactions or causes of action, assessments, losses, damages, liabilities, settlements, losses, costs and expensesexpenses including, including but not limited to, interest, penalties and reasonable attorneys’ ' fees and disbursements, arising from or asserted against, relating to, imposed upon or incurred by Buyer or said indemnified related party, directly or indirectly, by reason of or resulting from:

Indemnification by Seller. Seller shall agrees to defend, indemnify and hold harmless BuyerBuyer and his successors, its affiliates assigns and their respective stockholders, directors, officers and employees heirs from and against any and all liabilities, losses, damages, claims, costs, expenses, judgments, damagesinterest and penalties (including, liabilitieswithout limitation, settlementsattorneys’, losses, costs accountants’ and expenses, including attorneysoutside advisors’ fees and disbursements) incurred as a result of, arising out of or resulting from the breach of any representation, warranty or relating to:covenant made by Seller and contained in this Agreement.

Indemnification by Seller. The Seller shall defendindemnify, indemnify defend and hold harmless Buyer, Buyer and each of its affiliates successors and assigns and each of their respective stockholdersofficers, directors, officers agents, shareholders and employees (each, a “Buyer Indemnitee”) from and against all claimsany loss, judgmentsliability, damagesdemand, liabilitiesjudgment, settlementsobligation, lossesdamage, costs cost or expense, including, without limitation, attorneys and expenses, including attorneysconsultants’ fees and disbursementsdisbursements (collectively, arising from “Damages”), that any Buyer Indemnitee may suffer or relating toincur to the extent based on or resulting from:

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold Buyer and its representatives, successor, and assigns, harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees from and against any and all claimsdamage, loss, judgments, damagesor liability and all expenses (including reasonable attorneys' fees) incurred by any of the above-named persons, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising resulting from or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees Buyer from and against all claims, demands, causes of action, suits, judgments, damagesdebts, liabilities, settlements, losses, costs liabilities and expenses, including attorneys’ fees attorneys fees, known or unknown (i) resulting from any misrepresentations or nonfulfillment of any condition or obligation on the part of Seller under this Agreement or (ii) which result from the Excluded Liabilities. Seller hereby agrees to defend, indemnify and disbursements, arising hold harmless the Buyer from or relating to:the lawsuits identified on Exhibit C hereto.

Indemnification by Seller. Seller shall defendindemnify, indemnify defend and hold harmless BuyerPurchaser and all of its affiliates, its affiliates and their respective stockholdersofficers, directors, officers members, employees and employees agents, and shall reimburse Purchaser and any such other person or entity, on demand, for any Damages resulting from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating toany of the following:

Indemnification by Seller. Seller shall defendindemnify, indemnify defend and hold harmless BuyerBuyer and its Affiliates, its affiliates members managers, officers, agents and their respective stockholdersRepresentatives (collectively, directors, officers and employees the “Buyer Indemnified Parties”) from and against any and all claims, liabilities, obligations, judgments, damages, liabilitiesfines, settlementspenalties and Losses, losses, costs of any kind and expenses, manner whatsoever (including attorneys’ fees and disbursementsreasonable attorney’s fees), arising from out of or relating to:in any manner to the Services performed or to be performed herein, unless caused solely by the willful misconduct or intentional violation of law of Buyer or its Affiliates.

Indemnification by Seller. Seller shall indemnify and defend, indemnify save and hold harmless BuyerPurchaser, its affiliates Affiliates, and their respective stockholders, directorsmanagers, officers and employees (the “Purchaser Indemnitees”) harmless from and against any claim, damage, liability, loss, judgment, cost, expense (including all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursementscourt costs), deficiency, interest, penalty, impositions, assessments or fines (collectively, “Losses”) arising from out of or relating toresulting from:

Indemnification by Seller. Seller shall agrees to defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholdersofficers, directors, officers Affiliates, employees, agents, successors, and employees assigns from and against all claimslosses, judgmentsactions, causes of action, damages, liabilities, settlementsexpenses and other costs of any kind or amount whatsoever (including, losses, costs and expenses, including reasonable attorneys’ fees and disbursementsfees), arising from whether equitable or relating tolegal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent (“Damages”) resulting, directly or indirectly, from:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerPurchaser, and its affiliates and their respective stockholdersofficers, directors, officers affiliates, employees, agents and employees shareholders, harmless from and against any and all claimslosses, judgmentsliabilities, damages, liabilities, settlements, losses, costs and expenses, expenses (including reasonable attorneys’ fees fees) (a “Loss and disbursementsExpense”) asserted against or incurred by Purchaser, arising or any of its officers, directors, affiliates, employees, agents and shareholders, resulting from or relating toarising out of or in connection with any or all of:

Indemnification by Seller. Seller shall defend, will indemnify defend and hold harmless Buyer and Buyer, its affiliates and their respective stockholders's shareholders, directors, officers officers, employees, agents, successors and employees assigns, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating toagainst:

Indemnification by Seller. Seller shall defend, indemnify indemnify, and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers 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:

Indemnification by Seller. Seller shall agrees to defend, indemnify and hold harmless Buyer, Buyer and its affiliates and their respective stockholders, directors, officers officers, employees, affiliates, agents and employees assigns from and against any and all claims, judgmentsdemands, damagescosts, liabilitiesexpenses or liabilities (including, settlementswithout limitation reasonable attorney's fees) of any kind or nature (collectively, losses"Losses"), costs and expensesdirectly or indirectly, including attorneys’ fees and disbursementsas a result of, or based upon or arising from or relating tofrom:

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees the Purchaser from and against all any losses, liabilities, obligations, claims, judgmentscontingencies, damages, liabilitiesdeficiencies, settlementstaxes, lossescosts, or expenses, including, without limitation, interest, penalties, court costs, attorney’s fees, costs of investigation and expensesamounts paid in settlements that Purchaser may suffer or incur as a result of, including attorneys’ fees and disbursementsbased upon, arising from out of, or relating otherwise related to:

Indemnification by Seller. Seller shall defendwill indemnify, indemnify defend and hold harmless Buyer, Buyer and its affiliates shareholders and its and their respective stockholdersAffiliates; and the shareholders, directors, officers officers, employees, agents, successors and employees assigns of any of such Persons, from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating toagainst:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, Buyer and its affiliates Affiliates and their respective stockholders, the directors, officers officers, members, shareholders and employees of Buyer and its Affiliates harmless from and against all claims, judgmentscharges, losses, damages, liabilitiesfines, settlementspenalties, lossesexpenses (including reasonable attorneys' fees), costs other costs, amounts paid in settlement, judgments and expensesother liabilities that they may suffer, including attorneys’ fees and disbursementssustain or incur or become subject to, arising from out of, based upon, or relating toin connection with any of the following:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer, Purchaser and its affiliates and their respective stockholders, directors, officers officers, employees and employees agents from and against any and all losses, claims, judgmentsactions, damages, liabilities, settlements, losses, costs and expenses, expenses (including reasonable attorneys’ ' fees and disbursements, court costs) relating to or arising from or relating to:in connection with any act or omission constituting gross negligence or intentional misconduct by Seller or its agents, employee or representatives under this Services Agreement. Seller shall not be liable for Purchaser's consequential, special or punitive damages under this provision.

Indemnification by Seller. Seller shall defend, indemnify indemnify, and hold harmless BuyerPurchaser and Purchaser’s agents and employees, its affiliates heirs, representatives, successors, and their respective stockholders, directors, officers and employees assigns from and against any and all costs, losses, claims, judgments, damages, liabilities, settlementsfines, losses, costs and expenses, penalties, and damages (including attorneys’ fees and disbursements, arising from reasonable legal fees) in connection with or relating to:resulting from

Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyerthe Purchaser and its heirs, its affiliates personal and their respective stockholderslegal representatives, directorsguardians, officers successors and employees assigns, from and against any and all claims, judgments, damagesthreats, liabilities, settlementstaxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses, expenses (including attorneys’ and experts’ fees and disbursementscourt costs) of every kind and nature arising out of, arising from resulting from, or relating toin connection with:

Indemnification by Seller. The Seller shall hereby agrees jointly and severally to defend, indemnify and hold harmless Buyer, and indemnify the Purchaser and its affiliates Affiliates and their respective stockholdersemployees, officers, directors, officers stockholders, partners and employees representatives (“Purchaser Parties”) from and against all any losses, assessments, Liabilities, claims, judgments, damages, liabilities, settlements, losses, costs and expenses, expenses (including without limitation reasonable attorneys’ fees and disbursements, arising from ) which arise out of or relating relate to:

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold ------------------------- harmless Buyer, Purchaser and its affiliates successors and their respective stockholders, directors, officers and employees assigns from and against any and all claims, judgmentsdemands, obligations, liabilities, losses, costs, damages, liabilities, settlements, losses, costs and expenses, including interest, penalties, and reasonable attorneys’ ' fees and disbursements, caused by or arising from or relating to:out of

Indemnification by Seller. (a) Subject to Section 10.2(b), Seller shall indemnify, defend, indemnify and hold harmless Buyer, Buyer and any each of its affiliates and their respective stockholdersofficers, directors, officers employees, Affiliates, successors and employees assigns from and against all claimsagainst, judgmentsand pay or reimburse each of them for and with respect to, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursementsany Loss relating to, arising from out of or relating toresulting from:

Indemnification by Seller. Seller shall defend, indemnify indemnify, and hold harmless BuyerPurchaser and Purchaser's agents and employees, its affiliates heirs, representatives, successors, and their respective stockholders, directors, officers and employees assigns from and against any and all costs, losses, claims, judgments, damages, liabilities, settlementsfines, losses, costs and expenses, penalties, and damages (including attorneys’ fees and disbursements, arising from reasonable legal fees) in connection with or relating to:resulting from

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerPurchaser, its affiliates and their respective stockholdersshareholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees legal fees, disbursements and disbursementscharges, arising from or relating toto any:

Indemnification by Seller. Seller shall defend, indemnify and hold harmless BuyerCompany, its affiliates and their respective stockholders, members, directors, officers managers, officers, employees, representatives and employees agents from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or relating to:

Indemnification by Seller. Seller shall defendindemnify, indemnify defend and hold harmless BuyerPurchaser, its affiliates Affiliates and their respective stockholders, directors, officers officers, agents, employees and employees shareholders (collectively, the “Purchaser Indemnitees”) from and against all claimsClaims which may be made or brought against the Purchaser Indemnitees, judgmentsor which they may suffer or incur, damagesdirectly or indirectly, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from as a result of or relating toin connection with:

Indemnification by Seller. Seller shall defend, indemnify 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 reasonable attorneys’ fees and disbursements, up to an aggregate cap for all of the foregoing amounts of no more than the amounts paid to Seller under this Agreement, arising from or relating to:

Indemnification by Seller. The Seller shall hereby agrees to defend, indemnify and hold harmless Buyer, and indemnify the Purchaser and its affiliates Affiliates and their respective stockholdersemployees, officers, directors, officers stockholders, partners and employees representatives (“Purchaser Parties”) from and against all any actual damages or losses, assessments, claims, judgments, damages, liabilities, settlements, losses, costs and expenses, expenses (including without limitation reasonable attorneys’ fees and disbursements, ) to the extent arising from or relating toout of: