Common use of Indemnification from the Seller Clause in Contracts

Indemnification from the Seller. The Seller hereby agrees ------------------------------- to and shall indemnify, defend (with legal counsel reasonably acceptable to Purchasers), and hold Purchasers, their affiliates, assigns, agents and legal counsel and successors ( the "Purchaser Group") harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by any of the Purchaser Group arising from (a) any misrepresentation by, or breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder, (b) any nonfulfillment of any agreement on the part of the Seller under this Agreement, or (c) from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to Purchasers hereunder.

Indemnification from the Seller. The Seller hereby agrees ------------------------------- to and shall ------------------------------- indemnify, defend (with legal counsel reasonably acceptable to PurchasersBuyer), and hold PurchasersBuyer, their and its directors, officers, employees, affiliates, assigns, agents and agents, legal counsel successors and successors ( the "Purchaser Group") assigns harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by any of the Purchaser Group them arising from (a) any misrepresentation by, or breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder, (b) any nonfulfillment of any agreement on the part of the Seller under this Agreement, or (c) from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to Purchasers Buyer hereunder.

Indemnification from the Seller. The Seller hereby agrees ------------------------------- to and shall indemnify, defend (with legal counsel reasonably acceptable to PurchasersBuyer), and hold PurchasersBuyer, their its affiliates, assignsagents, agents legal counsel, successors and legal counsel and successors ( assigns (the "Purchaser Buyer Group") harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by any of the Purchaser Buyer Group arising from (a) any misrepresentation by, or breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder, (b) any nonfulfillment of any agreement on the part of the Seller under this Agreement, or (c) from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to Purchasers Buyer hereunder; or (d) any suit, action, proceeding, claim or investigation against the Buyer which arises from or which is based upon or pertaining to Seller's conduct or the operation or liabilities of any business related to HyperCD prior to the Closing.

Indemnification from the Seller. The Seller hereby agrees ------------------------------- to and shall indemnify, defend (with legal counsel reasonably acceptable to PurchasersWatters), and hold PurchasersWatters, their his affiliates, assigns, agents and legal counsel and successors legax xxxxxel ( the "Purchaser Waxxxxx Group") harmless at all times after the date of this AgreementAgreexxxx, from xrom and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by any of the Purchaser Watters Group arising from (a) any misrepresentation by, or breach of brxxxx xf any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder, (b) any nonfulfillment of any agreement on the part of the Seller under this Agreement, or (c) from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to Purchasers Watters hereunder.

Indemnification from the Seller. The Seller hereby agrees ------------------------------- to and shall indemnify, defend (with legal counsel reasonably acceptable to PurchasersBuyer), and hold PurchasersBuyer, their its officers, directors, shareholders, employees, affiliates, assignsparent, agents agents, legal counsel, successors and legal counsel and successors ( assigns (collectively, the "Purchaser “Buyer Group"”) harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' attorneys fees and costs of any suit related thereto) (collectively, “Indemnifiable Loss” or “Indemnifiable Losses”) suffered or incurred by any or all of the Purchaser Buyer Group arising from or related to: (a) any material misrepresentation by, or material breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder, ; or (b) any nonfulfillment of any material agreement on the part of the Seller under this Agreement, or (c) from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to Purchasers hereunder.