Common use of Indemnification by Xxxxx Clause in Contracts

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VII, Xxxxx shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Xxxxx shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VIISection 9,, Xxxxx Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this AgreementAgreement or the other Transaction Documents.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VIIX, Xxxxx Xxxxxx shall jointly and severally indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, to or by reason of: : (a) any inaccuracy in or breach of any of the representations or warranties of Buyer Buyers contained in this Agreement Agreement, or the other Transaction DocumentsBuyer Bringdown Certificate; or or (b) any breach or non-fulfillment of any covenant, agreement, agreement or obligation to be performed by Buyer Buyers pursuant to this Agreement.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VII, Xxxxx shall indemnify and defend each of Seller and its Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising xxxxxxx out of, with respect to, to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the any other Transaction DocumentsDocument; orand (b) any breach or non-fulfillment of any covenant, agreement, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement or any of the Transaction Documents.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Xxxxx shall indemnify and defend each of Seller and its his Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Xxxxx shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VIIARTICLE V, Xxxxx shall indemnify and defend each of Seller and its Affiliates affiliates and their respective Representatives representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VIIIX, Xxxxx shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to, or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Indemnification by Xxxxx. Subject to the other terms and conditions of this Article VII, Xxxxx shall indemnify and defend each of Seller and its Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising xxxxxxx out of, with respect to, to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the any other Transaction DocumentsDocument; orand (bii) any breach or non-fulfillment of any covenant, agreement, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement or any of the Transaction Documents.