Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless from:

Indemnification by Seller. Seller will shall indemnify and hold harmless Buyer and its respective Affiliates (exclusive of including the Company), its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees employees, agents, successors and agents of Buyer and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "each a “Buyer Indemnified Parties"Party”) from and against any and hold them harmless all Losses, arising out of or resulting from:

Indemnification by Seller. Seller will indemnify and hold ------------------------- harmless Buyer and its Affiliates (exclusive of the Companyshareholders and its and their respective Affiliates, its Subsidiaries and the Seller) and the shareholders, directors, employees officers, employees, agents, successors and agents assigns and any Person claiming by or through any of Buyer them, as the case may be, from and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless fromagainst:

Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the CompanyAffiliates, its Subsidiaries officers, directors, employees, agents, successors and the Seller) assigns and the their respective shareholders, directors, officers and employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectivelyeach, the "a “Buyer Indemnified Parties"Party”) shall be indemnified, reimbursed and held harmless by Seller for and against all losses, damages, claims, costs, Taxes and hold expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) suffered or incurred by them harmless (hereinafter, a “Loss”), arising out of or resulting from:

Indemnification by Seller. From and after Closing, Seller will shall indemnify and hold harmless each Buyer Party and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholderstheir respective officers, directors, employees managers, employees, agents and agents representatives, and any Person claiming by or through any of them, as the case may be (the “Buyer Indemnitees”), from and its Affiliates (exclusive against any and all Losses arising out of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless or resulting from:

Indemnification by Seller. Seller will agrees to and shall indemnify Buyer in full Purchaser and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees employees, agents, shareholders and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) partners (collectively, the "Buyer “Purchaser Indemnified Parties"”) against and defend and hold them harmless fromagainst any loss, liability, deficiency, Claims, damage, expense or cost (including reasonable legal expenses), that Purchaser Indemnified Parties may suffer, sustain or become subject to as a result of:

Indemnification by Seller. Seller will shall indemnify Buyer and save harmless Purchaser and its Affiliates (exclusive of the Companyand, its Subsidiaries and the Seller) and the shareholdersif applicable, their respective directors, employees officers, stockholders, agents, consultants, employees, successors and agents of Buyer and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "Buyer collectively referred to as “Purchaser Indemnified Parties"”) from and against and hold them harmless fromall Losses, whether or not arising due to Third Party Claims, which may be made or brought against Purchaser Indemnified Parties, to the extent arising from or relating to:

Indemnification by Seller. Seller will shall indemnify Buyer Purchaser and its Affiliates (exclusive of the Companyand their respective, its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees employees, stockholders, agents and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectivelyRepresentatives against, the "Buyer Indemnified Parties") against and hold them harmless from, any Losses, to the extent arising from:

Indemnification by Seller. (a) Seller will shall indemnify Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholderstheir respective officers, directors, employees employees, agents, successors and agents of Buyer and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) against against, and shall hold them harmless from, any Loss to the extent such Loss arises from or in connection with the following:

Indemnification by Seller. Seller will shall indemnify Buyer Purchaser and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholdersNew Operator their officers, directors, employees members, employees, agents and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer “Purchaser Indemnified Parties"”) against in respect of, and hold them the Purchaser Indemnified Parties harmless against, any Damages incurred or suffered by the Purchaser Indemnified Parties resulting from, relating to or constituting:

Indemnification by Seller. Seller will indemnify and hold harmless Buyer and its Affiliates (exclusive of the Companyrespective representatives, its Subsidiaries members, managers, controlling persons, affiliates, successors and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) assigns (collectively, the "“Indemnified Buyer Parties”) for, and will pay to the Indemnified Parties") against and hold them harmless fromBuyer Parties the Losses arising directly or indirectly from or in connection with the following:

Indemnification by Seller. The Seller will indemnify and hold harmless Buyer and its Affiliates (exclusive of the Companyaffiliates, its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees managers, employees, agents, representatives, successors and agents of Buyer and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "each a “Buyer Indemnified Parties"Party”) for and against any and hold them harmless all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) or expenses of any other nature (a “Loss”), arising out of or resulting from:

Indemnification by Seller. Seller will shall defend, indemnify and hold Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholderstheir respective officers, directors, employees agents and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) from and against and hold them harmless frompay or reimburse the Buyer Indemnified Parties for:

Indemnification by Seller. Seller will shall indemnify and hold harmless Buyer and its Affiliates (exclusive Affiliates, each of the Companytheir respective directors, its Subsidiaries and the Seller) and the shareholders, directorsofficers, employees and agents of Buyer agents, and its Affiliates (exclusive each of the Company respective heirs, executors, successors and assigns of any of the Seller) foregoing (collectively, the "“Buyer Indemnified Parties"”) from and against any and hold them harmless all Damages incurred by or asserted against any Buyer Indemnified Party in connection with, related to or arising from:

Indemnification by Seller. Seller will shall indemnify and hold harmless Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholderstheir respective officers, directors, employees successors and agents of Buyer and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) from and against any claims, Liabilities, losses, damages, actions, suits, proceedings, claims, demands, judgments, costs and hold them harmless fromexpenses, including reasonable attorney’s fees (any one such item being herein called a “Loss”) and all such items being herein collectively called “Losses”) which are caused by or arise out of:

Indemnification by Seller. From and after Closing, Seller will shall indemnify and hold harmless Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholderstheir respective officers, directors, employees employees, agents and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) Representatives (collectively, the "“Buyer Indemnified Parties"”) from and against any and hold them harmless all Losses arising out of or resulting from:

Indemnification by Seller. Seller will hereby agrees to indemnify Buyer and hold harmless the Buyer, its Affiliates (exclusive and the respective directors, managers, officers, employees, successors and permitted assigns of any of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates foregoing (exclusive of the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) from and against any and hold all Losses which any of them harmless frommay suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with:

Indemnification by Seller. (a) Subject to the limitations set forth below, Seller will shall indemnify Buyer and hold harmless Buyer, its Affiliates (exclusive and each of the Companytheir partners, its Subsidiaries and the Seller) and the shareholdersmembers, managers, officers, directors, employees employees, agents and agents representatives and each of Buyer their successors and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "each a “Buyer Indemnified Parties"Party”) at all times from and after the Closing Date from and against any and hold them harmless fromall Losses incurred or sustained by a Buyer Indemnified Party by reason of, or arising out of:

Indemnification by Seller. Seller will shall indemnify and hold harmless ------------------------- Buyer and its Affiliates successors, assigns, agents, employees, managers, members, attorneys and representatives, past and present (exclusive all of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, such released parties being hereinafter collectively referred to as the "Buyer Indemnified Released Parties") in respect of any and all damages, losses, liabilities, claims, costs or expenses of any kind or nature whatsoever (collectively "Damages") asserted against and hold them harmless fromor incurred by any Buyer Released Party arising out of, directly or indirectly:

Indemnification by Seller. Seller will Seller, together with its successors and assigns, shall indemnify Buyer and hold Purchaser and each of its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees officers, employees, shareholders and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) affiliates (collectively, the "Buyer Purchaser Indemnified Parties") against and hold them harmless from, against or in respect of the aggregate of all indemnifiable Damages arising out of or in connection with:

Indemnification by Seller. Seller will shall indemnify Buyer and save harmless Purchaser, its Affiliates (exclusive of the Companyand their respective directors, its Subsidiaries and the Seller) and the shareholdersofficers, directorsagents, employees and agents of Buyer and its Affiliates shareholders (exclusive of collectively referred to as the Company and the Seller) (collectively, the "Buyer “Purchaser Indemnified Parties"”) from and against and hold them harmless fromall Claims which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with:

Indemnification by Seller. Seller will indemnify Buyer agrees to indemnify, hold harmless and its Affiliates (exclusive of the Companydefend Buyer, its Subsidiaries Affiliates, the Company and the Seller) and the shareholderstheir respective stockholders, members, owners, agents, officers, directors, employees partners, employees, servants, consultants, representatives, successors and agents of Buyer and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "collectively called “Buyer Indemnified Parties"”) from and against any and hold them harmless fromall claims or Damages (whether based on negligent acts or omissions, statutory liability, strict liability or otherwise) asserted against or incurred by any Buyer Indemnified Party, to the extent arising out of the following:

Indemnification by Seller. Seller will indemnify Buyer (a) Purchaser and its Affiliates (exclusive of the CompanyAffiliates, its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees employees, agents, successors, and agents assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by Seller for and against any and all Losses suffered or incurred by them or to which they may otherwise become subject at any time (regardless of Buyer and its Affiliates (exclusive whether or not such Losses are related to any Third-Party Claim) arising out of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless or resulting from:

Indemnification by Seller. Seller will shall indemnify and hold harmless Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees shareholders, employees, Affiliates, agents, representatives, successors and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) assigns (collectively, the "Buyer Indemnified Parties") ), from and against any and hold all Losses which any of them harmless frommay sustain by reason of:

Indemnification by Seller. Each Seller will will, jointly and severally, indemnify and hold harmless Buyer and its Affiliates (exclusive of the Companyshareholders and its and their respective Affiliates, its Subsidiaries and the Seller) and the shareholders, directors, employees officers, employees, agents, successors and agents assigns and any Person claiming by or through any of Buyer them, as the case may be, from and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless fromagainst:

Indemnification by Seller. Seller will indemnify Buyer shall, from and its Affiliates (exclusive of after the CompanyClosing, defend, indemnify, and hold harmless Buyer, its Subsidiaries Affiliates, and the Seller) and the shareholderseach of their respective officers, managers, directors, employees members, stockholders, attorneys and agents of Buyer and its Affiliates other Representatives (exclusive of the Company and the Seller) (collectively, the "collectively “Buyer Indemnified Parties"”) against from, against, for and hold them harmless in respect of and pay any and all Losses suffered, sustained or incurred by any such Party arising out of or resulting from:

Indemnification by Seller. Seller will shall indemnify Buyer and hold harmless Purchaser and its Affiliates (exclusive of the Companydirectors, its Subsidiaries and the Seller) and the shareholdersmanagers, directorsofficers, members, partners, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectivelyeach, the a "Buyer Indemnified PartiesPurchaser Party") against and hold them harmless fromin respect of any and all losses, liabilities, obligations, claims, settlements, court costs and reasonable attorneys' fees and costs of investigation (collectively, "Losses") that any such Purchaser Party may suffer or incur as a result of or relating to:

Indemnification by Seller. From and after Closing, Seller will indemnify Buyer shall indemnify, defend and its Affiliates (exclusive of the Companyhold harmless Buyer, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) their respective directors, officers, stockholders, employees, agents, representatives, successors and assigns (each, a "Buyer Indemnified Party" or, collectively, the "Buyer Indemnified Parties") from and against any and hold them harmless fromall Damages suffered or incurred by a Buyer Indemnified Party that result, directly or indirectly, from or in connection with:

Indemnification by Seller. The Seller will shall defend, indemnify and hold the Buyer and its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees Affiliates and agents of Buyer and its Affiliates subsidiaries (exclusive of collectively the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) against and hold them harmless from any Damages suffered or incurred by any Buyer Indemnified Party including reasonable attorneys’ fees resulting from:

Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the Companyshareholders shall jointly and severally indemnify and hold harmless Buyer, its Subsidiaries and the Seller) and the directors, officers, shareholders, directors, employees and agents from and against any Loss which arises out of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless or results from:

Indemnification by Seller. Seller will shall indemnify Buyer and its Affiliates subsidiaries (exclusive including, after the Closing, the Company) and their respective directors, offices, employees, agents and representatives (each an “Indemnified Buyer Party” and collectively the “Indemnified Buyer Parties”) in respect of, and hold harmless each of the CompanyIndemnified Buyer Parties against, its Subsidiaries any and all Losses incurred or suffered by the Seller) and the shareholdersIndemnified Buyer Parties resulting from, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless fromrelating to or constituting:

Indemnification by Seller. Seller will shall indemnify Buyer Purchaser and its Affiliates (exclusive affiliates and each of the Company, its Subsidiaries and the Seller) and the shareholderstheir respective officers, directors, employees employees, stockholders, agents and agents of Buyer and its Affiliates representatives (exclusive of the Company and the Seller) (collectively, the "Buyer “Purchaser Indemnified Parties"”) against and hold them harmless from:harmless

Indemnification by Seller. The Seller will indemnify and hold harmless Buyer and its Affiliates (exclusive of the Companyaffiliates, its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees managers, employees, agents, representatives, successors and agents of Buyer and its Affiliates assigns (exclusive of the Company and the Seller) (collectively, the "each a “Buyer Indemnified Parties"Party”) for and against any and hold them harmless all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys' and consultants’ fees and expenses) or expenses of any other nature (a “Loss”), arising out of or resulting from:

Indemnification by Seller. Seller will shall indemnify Buyer and its Affiliates (exclusive hold ------------------------- harmless Buyer, any of the Companytheir Affiliates, its Subsidiaries and the Seller) and the shareholdersany of their respective directors, directorsofficers, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") from and against and hold them harmless any losses, claims, liabilities, damages or expenses (collectively, "Losses") arising out of or resulting from:

Indemnification by Seller. Seller will shall indemnify Buyer and each of its Affiliates (exclusive of the Company, its Subsidiaries and the Seller) and the shareholdersofficers, directors, employees employees, Affiliates, successors and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) assigns (collectively, the "“Buyer Indemnified Parties"”) against and hold them harmless from any Losses suffered or incurred by any such indemnified party to the extent arising from:

Indemnification by Seller. From and after the Effective Time, Seller will indemnify Buyer shall indemnify, defend and hold harmless Buyer, its Affiliates (exclusive of including the Company, its Subsidiaries and the SellerTransferred Entity) and the shareholderseach of their respective Representatives (each such Person, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "a “Buyer Indemnified Parties"Party”) from and against any and hold them harmless all Losses suffered or incurred by any Buyer Indemnified Party in connection with, arising out of or resulting from:

Indemnification by Seller. Seller will shall hold harmless and indemnify Buyer and its Affiliates (exclusive all of the CompanyBuyer's stockholders, its Subsidiaries and the Seller) and the shareholdersAffiliates, officers, directors, employees employees, agents, representatives, successors and agents of assigns (each a “Buyer Indemnitee”) from and its Affiliates (exclusive of the Company against any and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless all Losses resulting from:

Indemnification by Seller. Seller will indemnify Buyer and its Affiliates (exclusive of the Companyhold harmless Buyer, its Subsidiaries subsidiaries and the Seller) affiliates, and the shareholderseach of their respective officers, directors, shareholders, employees and agents of Buyer from and its Affiliates (exclusive of the Company and the Seller) (collectively, the "Buyer Indemnified Parties") against and hold them harmless fromagainst:

Indemnification by Seller. Seller Sellers will indemnify Buyer and its Affiliates (exclusive of including, without limitation, the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) against and hold them harmless from:

Indemnification by Seller. (a) Seller will hereby agrees to indemnify Buyer and hold harmless Buyer, its Affiliates (exclusive and the respective directors, managers, officers, employees, successors and permitted assigns of any of the Company, its Subsidiaries and the Seller) and the shareholders, directors, employees and agents of Buyer and its Affiliates foregoing (exclusive of the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) from and against any and hold all Losses which any of them harmless frommay suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with:

Indemnification by Seller. The Seller will shall indemnify and hold harmless Buyer and its Affiliates (exclusive of the Companysuccessors, its Subsidiaries and the Seller) and the shareholdersassigns, directorsmembers, employees personnel, representatives, affiliates, and agents of Buyer and its Affiliates (exclusive of the Company and the Seller) (collectively, the "“Buyer Indemnified Parties"”) from and against any and hold them harmless fromall damages, losses, obligations, liabilities, claims, encumbrances, penalties, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees and expenses) (each, an “Indemnity Loss”), directly or indirectly arising from or relating to: