Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer Purchaser against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, limitation reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller agrees to indemnify, defend and hold harmless the Buyer Purchaser against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, limitation reasonable attorneys’ fees) resulting from any breach by the Seller of any of the representations, warranties, covenants cove­nants or agreements of the Seller contained in this Agreement.

Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer Purchaser against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, limitation reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this AgreementSPA.

Indemnification by the Seller. The Seller agrees to indemnifyindemnify the Purchaser against, defend and agrees to hold it harmless from, any and all losses incurred or suffered by the Buyer against and in respect Purchaser arising out of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementa Fundamental Warranty.

Indemnification by the Seller. The Seller agrees to shall indemnify, defend and hold Purchaser harmless the Buyer against any and in respect of any all liabilities, loss, damage, deficiency, cost or expense damage, together with all reasonable costs and expenses related thereto (including without limitationlegal and accounting fees and expenses) arising from, reasonable attorneys’ fees) resulting from any relating to, or connected with the untruth, inaccuracy or material breach by Seller of any of the statements, representations, warranties, covenants or agreements warranties of Seller contained in this AgreementSection 3 hereof.

Indemnification by the Seller. The Seller agrees to indemnify, defend shall indemnify and hold save harmless the Buyer against Purchaser, its successors and permitted assigns, and their shareholders, affiliates, officers, directors and agents from, against, for and in respect of any loss, damage, deficiency, cost Loss incurred or expense (including without limitation, reasonable attorneys’ fees) resulting from required to be paid by the Purchaser arising out of or relating to any breach by Seller of any representation of the representations, warranties, covenants or agreements of Seller contained in Section 4.1 or 4.2 of this Agreement.

Indemnification by the Seller. The Seller hereby agrees to indemnifydefend, defend indemnify and hold Buyer harmless the Buyer from and against any damages, liabilities, losses and expenses, excluding consequential, special, punitive and diminution in respect of any lossvalue damages (including, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ ' fees) resulting from any (“Loss”) which may be sustained or suffered by Buyer arising out of, based upon, or by reason of a breach by Seller of any of representation or warranty, or a failure to perform any agreement or covenant made by the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller hereby agrees to indemnify, defend and hold harmless the Buyer and their respective affiliates, and the officers, directors, employees, contractors, agents, representatives of each of them, from and against and in respect of any lossall liabilities, damagelosses, deficiency, cost costs or expense damages whatsoever (including without limitationexpenses and reasonable fees of legal counsel) ("Losses") arising out of or relating to any claims, reasonable attorneys’ fees) resulting from any breach by Seller of any of demands, actions, lawsuits or proceedings relating to the representations, warranties, covenants or agreements of Seller contained in this AgreementSTOCK ("Claims").

Indemnification by the Seller. The Seller agrees to indemnifyshall defend, defend indemnify and hold harmless the Buyer harmless from and against all actual or potential claims, demands, liabilities, damages, losses, and in respect out of pocket expenses including reasonable attorneys fees whether or not reduced to judgment, order or award caused by or rising out of the breach of any loss, damage, deficiency, cost agreement or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach representation or warranty made by the Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementagreement, or in any exhibit, list, certificate, or document delivered by it pursuant hereto and Buyer shall have the right to offset against any monies owed to Seller.

Indemnification by the Seller. The Seller agrees to shall indemnify, defend and hold harmless the Buyer Company against and in respect of all Losses sustained or incurred arising out of, based upon or otherwise in respect of (i) any loss, damage, deficiency, cost breaches of or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of inaccuracy in the Seller's representations, warranties, covenants or and agreements of Seller contained set forth in this Agreement, or (ii) any action, suit, proceeding or claim by a stockholder of the Seller (in such capacity) challenging or seeking to prevent the transactions contemplated by this Agreement.

Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer Purchasers against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, limitation reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants cove­nants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller agrees to indemnify, defend and hold harmless the Buyer and its Affiliates, officers, directors, employees or agents harmless from and against any and all Claims sustained by the Buyer or any of its Affiliates based upon, arising out of or otherwise in respect of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ feesi) resulting from any breach by Seller the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, of the representations, warranties, covenants or agreements of Seller contained in this Agreement., or (ii)

Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer Buyers against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, limitation reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller agrees ----------------------------- to indemnifydefend, defend indemnify and hold the Purchaser and its successors and assigns (the "Indemnified Purchaser Group") harmless from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees, penalties and interest) payable to or for the Buyer against and in respect benefit of, or asserted by, any party, resulting from, arising out of, or incurred as a result of the breach of any lossrepresentation, damage, deficiency, cost warranty or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach covenant made by the Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementherein.

Indemnification by the Seller. The Seller hereby agrees to indemnify, defend indemnify and hold harmless the Buyer Buyer, and its successors and assigns, from and against any and in respect of any lossall losses, damageliabilities, deficiencydeficiencies, cost or expense costs, damages and expenses (including without limitation, reasonable attorneys’ attorney’s fees, charges and disbursements) resulting from any breach incurred by Seller the Buyer as a result of any inaccuracy in or breach of the representations, warranties, warranties or covenants or agreements of made by the Seller contained in this Agreementherein.

Indemnification by the Seller. Seller agrees to indemnifyhereby indemnifies and holds Buyer harmless from and against any and all damages, defend and hold harmless losses, liabilities, obligations, costs or expenses incurred by Buyer arising out of the Buyer against and in respect breach of any lossrepresentation or warranty of Seller hereunder, damage, deficiency, cost and/or Seller’s failure to perform any covenant or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach obligation required to be performed by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementthem hereunder.

Indemnification by the Seller. The Seller agrees to indemnifyshall indemnify the Purchaser and its affiliates and each of their respective officers, defend directors, employees, agents and representatives against, and hold them harmless the Buyer against and in respect of from, any loss, damageliability, deficiencyclaim, cost damage or expense (including without limitationreasonable legal fees and expenses) ("Losses"), reasonable attorneys’ fees) resulting from any breach by Seller of any of the representationsarising from, warranties, covenants or agreements of Seller contained in this Agreement.relating to

Indemnification by the Seller. The Seller agrees to indemnifyindemnify the Purchaser and its Affiliates, defend officers, directors, employees, agents and representatives (collectively, the "Purchaser Indemnitees") against and hold them harmless the Buyer against from any and in respect all Damages that a Purchaser Indemnitee may sustain at any time by reason of (i) any lossExcluded Liability, damage, deficiency, cost or expense and (including without limitation, reasonable attorneys’ feesii) resulting from any breach by the Seller of any of the its representations, warranties, covenants or agreements of Seller contained set forth in this Agreementthe Acquisition Documents.

Indemnification by the Seller. The Seller agrees to indemnify----------------------------- defend, defend indemnify and hold the Purchaser and its successors and assigns (the "Indemnified Purchaser Group") harmless from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees, penalties and interest) payable to or for the Buyer against and in respect benefit of, or asserted by, any party, resulting from, arising out of, or incurred as a result of the breach of any lossrepresentation, damage, deficiency, cost warranty or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach covenant made by the Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementherein.

Indemnification by the Seller. The Seller hereby agrees to indemnifydefend, defend indemnify and hold Buyer, the Company and their respective officers, directors, shareholders, employees, agents, attorneys and representatives, harmless the Buyer from and against any damages, liabilities, losses and in respect of any lossexpenses (including, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ ' fees) resulting from any which may be sustained or suffered by Buyer or Company arising out of, based upon, or by reason of a breach by Seller of any of representation or warranty, or a failure to perform any agreement or covenant made by the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer Buyers against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, limitation reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants cove-nants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller hereby agrees to indemnify, defend indemnify and hold harmless the Buyer and its respective managers, officers, directors, employees, Affiliates, member, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against and in respect of any loss, damage, deficiency, cost or expense Losses arising from: (including without limitation, reasonable attorneys’ feesi) resulting from any breach by Seller of any of the representations, warranties, representations and warranties made by the Seller in this Agreement; and (ii) any breach of the covenants or agreements of made by the Seller contained in this Agreement.

Indemnification by the Seller. The Seller hereby agrees to indemnify, defend and hold harmless the Buyer Purchaser from and against any and all losses, damages, and expenses against the Purchaser, including reasonable legal fees, in respect of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ fees) resulting from any connection with the breach by the Seller of any of the representations, warranties, covenants or agreements representations and warranties as set forth in Article 3.01 of Seller contained in this Agreement.

Indemnification by the Seller. 6.1.1 Seller agrees to shall indemnify, defend and hold harmless Purchaser and its Affiliates, trustees, directors, officers, employees, and agents, and their respective successors, heirs and assigns from and against any and all Damages, incurred by or imposed upon the Buyer against and in respect Purchaser arising out of any loss, damage, deficiency, cost material breach of representation or expense (including without limitation, reasonable attorneys’ fees) resulting from warranty of the Seller contained in this Agreement or any material breach by Seller of any covenant of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller agrees to indemnify, defend indemnify and hold harmless the each Buyer from and against any and all Losses and Expenses incurred by such Buyer in respect connection with or arising from any material breach of any loss, damage, deficiency, cost warranty or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller the material inaccuracy of any representation of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. Seller agrees to indemnifyhereby indemnifies and holds Buyer harmless from and against any and all damages, defend and hold harmless losses, liabilities, obligations, costs or expenses incurred by Buyer arising out of the Buyer against and in respect breach of any loss, damage, deficiency, cost representation or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements warranty of Seller contained in this Agreementhereunder, and/or Seller’s failure to perform any covenant or obligation required to be performed by it hereunder.