Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement;; or (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to to, or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, breach of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement Agreement, or any other agreement or instrument (including the Buyer Certificate) furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer Seller contained in this Agreement, any Ancillary Agreement Agreement, or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller (and its officers, directors and affiliates) in respect of, and hold it Seller (and its officers, directors and affiliates) harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing DateAgreement, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or; (c) any Assumed Liabilities; and/or (d) operation of its business or the Acquired Assets after the Closing Date.

Indemnification by the Buyer. The Buyer shall will indemnify the Seller in respect of, and hold it harmless against, any and all Damages actually incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure of the Buyer to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify and hold harmless the Sellers and their Affiliates, employees, agents and the successors and assigns of all of them (the "Seller Indemnified Parties"), and shall reimburse the Seller in respect of, and hold it harmless againstIndemnified Parties for, any and all Damages incurred arising from or suffered by the Seller resulting from, relating to or constituting: in connection with (a) any breach, as material inaccuracy or breach of any of the date representations and warranties of the Buyer in this Agreement or as of the Closing Date, of in any representation certificate or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished document delivered by the Buyer to the Seller Sellers pursuant to this Agreement; , or (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to perform or comply with, in any material respect, any agreement, covenant or obligation in this Agreement or in any certificate or document delivered by the Seller Buyer pursuant to this Agreement; or (c) any Assumed LiabilitiesAgreement to be performed by or complied with by the Buyer.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, breach of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Subject to the limitations set forth in Sections 6.4 and 6.5 of this Agreement, from and after the Closing Date, the Buyer shall release, protect, defend and indemnify the Seller Seller, and its Affiliates and its and their respective officers, directors, members, shareholders, partners, employees, consultants, attorneys and advisors, in respect of, and hold it them harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, breach of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in ----------------------------- respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, breach of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument (including the Buyer Certificate) furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller Stockholder in respect of, and hold it him harmless against, any and all Damages incurred or suffered by the Seller Stockholder resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller Stockholder pursuant to this Agreement;; or (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller Stockholder pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, breach of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (cb) any Assumed Liabilitiesfailure to perform any covenant or agreement of the Buyer contained in this Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement.

Indemnification by the Buyer. The Buyer shall will indemnify the Seller (and its officers, directors, employees, and Affiliates) in respect of, and hold it the Seller (and its officers, directors, employees, and Affiliates) harmless against, any and all Damages incurred or suffered by the Seller or any Affiliate resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement;; or (b) any failure of the Buyer to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, breach of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument (including the Buyer Certificate) furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller and its members in respect of, and hold it them harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller Stockholder in respect of, and hold it him harmless against, any and all Damages incurred or suffered by the Seller Stockholder resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished executed by the Buyer to the Seller Stockholder pursuant to this Agreement;; or (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller Stockholder pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer or the Parent contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other written agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or; (c) any Assumed Liabilities; or (d) any liability relating to the Acquired Assets arising out of events that occur after the Closing.

Indemnification by the Buyer. The Buyer shall indemnify the Seller (and their officers, directors and affiliates) in respect of, and hold it Seller (and its officers, directors and affiliates) harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify the Seller in respect of, and hold it the Seller harmless against, any and all Damages incurred or suffered by the Seller or any Affiliate thereof resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, breach of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement Agreements or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement;; or (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement Agreements or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.

Indemnification by the Buyer. The Buyer shall indemnify each of the Seller Sellers in respect of, and hold it each of the Sellers harmless against, any and all Damages incurred or suffered by the such Seller or any Affiliate thereof resulting from, relating to or constituting: (ai) any breach, as of the date of this Agreement breach or as of the Closing Date, inaccuracy of any representation or warranty of the Buyer contained in Article IV of this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the such Seller pursuant to this Agreement; (bii) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the such Seller pursuant to this Agreement; or (ciii) any Assumed Liabilitiesfailure to perform any covenant or agreement of the Company contained in Section 5.3 to be performed by the Company after the Closing.

Indemnification by the Buyer. The Buyer shall indemnify the Seller (and their officers, directors and affiliates) in respect of, and hold it the Seller (and its officers, directors and affiliates) harmless against, any and all Damages incurred or suffered by the Seller resulting from, relating to or constituting: (a) any breach, as of the date of this Agreement or as of the Closing Date, of any representation or warranty of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; (b) any failure to perform any covenant or agreement of the Buyer contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by the Buyer to the Seller pursuant to this Agreement; or (c) any Assumed Liabilities.