Common use of Indemnification Obligations of Purchaser Clause in Contracts

Indemnification Obligations of Purchaser. Purchaser will indemnify and hold harmless the Sellers, and their respective heirs, successors and permitted assigns (collectively, the "Seller Indemnified Parties") from, against and in respect of any and all claims, liabilities (whether accrued, absolute or contingent, asserted or unasserted), obligations, losses (including diminution of value), costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: 8.2.1 any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or any Purchaser Ancillary Document; 8.2.2 any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement, any Exhibit or any Purchaser Ancillary Document; 8.2.3 any fraud, willful misconduct or bad faith by Purchaser in connection with this Agreement or Exhibit hereto or any Purchaser Ancillary Document. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Seller Indemnified Parties described in this Section 8.2 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses" and, collectively with Purchaser Losses, the "Losses."

Indemnification Obligations of Purchaser. Purchaser will shall indemnify and hold harmless the Sellerseach Shareholder and trustee thereof, and each of their respective heirs, beneficiaries, executors, successors and permitted assigns (collectively, the "Seller Shareholder Indemnified Parties") from, against and in respect of any and all claims, liabilities (whether accrued, absolute or contingent, asserted or unasserted)liabilities, obligations, losses (including diminution of value)losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: 8.2.1 (i) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or any Purchaser Ancillary DocumentSection 5; 8.2.2 (ii) any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement, any Exhibit or any Purchaser Ancillary Document;other document contemplated hereby; and 8.2.3 (iii) any fraud, willful misconduct or misconduct, bad faith or knowing breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in connection with this Agreement Agreement, any Schedule or Exhibit hereto or any Purchaser Ancillary Documentother document contemplated hereby (to the extent such breach is not otherwise disclosed in writing to the Shareholder Indemnified Parties pursuant to this Agreement prior to the Closing). The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Seller Shareholder Indemnified Parties described in this Section 8.2 10.2 as to which the Seller Shareholder Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses" and, collectively with Purchaser Losses, the "Shareholder Losses."

Indemnification Obligations of Purchaser. Purchaser will shall ------------------------------------------- indemnify and hold harmless the Sellers, Sellers and their respective heirs, executors, successors and permitted assigns (collectively, the "Seller Indemnified Parties") from, against and in respect of -------------------------- any and all claims, liabilities (whether accrued, absolute or contingent, asserted or unasserted)liabilities, obligations, losses (including diminution of value)losses, damages, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: 8.2.1 (a) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any document or agreement executed and delivered by Purchaser Ancillary Document;in connection with the transactions contemplated by this Agreement; or 8.2.2 (b) any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement, Agreement or in any Exhibit document or any Purchaser Ancillary Document; 8.2.3 any fraud, willful misconduct or bad faith agreement executed and delivered by Purchaser in connection with the transactions contemplated by this Agreement or Exhibit hereto or any Purchaser Ancillary Document. Agreement; The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and damages judgments of the Seller Indemnified Parties described in this Section 8.2 10.02 as to which the Seller Indemnified Parties are entitled to -------------- indemnification are hereinafter collectively referred to as "Seller Losses" and, collectively with Purchaser Losses, the "Losses.". --------------

Indemnification Obligations of Purchaser. Purchaser will shall ------------------------------------------- indemnify and hold harmless the Sellers, Sellers and their respective heirs, executors, successors and permitted assigns (collectively, the "Seller Indemnified Parties") from, against and in respect of -------------------------- any and all claims, liabilities (whether accrued, absolute or contingent, asserted or unasserted)liabilities, obligations, losses (including diminution of value)losses, damages, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: 8.2.1 (a) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any document or agreement executed and delivered by Purchaser Ancillary Document;in connection with the transactions contemplated by this Agreement, whether such representation and warranty is made as of the date hereof or as of the Closing Date; or 8.2.2 (b) any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement, Agreement or in any Exhibit document or any Purchaser Ancillary Document; 8.2.3 any fraud, willful misconduct or bad faith agreement executed and delivered by Purchaser in connection with the transactions contemplated by this Agreement or Exhibit hereto or any Purchaser Ancillary Document. Agreement; The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and damages judgments of the Seller Indemnified Parties described in this Section 8.2 10.02 as to which the Seller Indemnified Parties are entitled to -------------- indemnification are hereinafter collectively referred to as "Seller Losses" and, collectively with Purchaser Losses, the "Losses.". --------------

Indemnification Obligations of Purchaser. Subject to the limitations set forth in Sections 8.1 and 8.2 Purchaser will indemnify and hold harmless the SellersSelling Shareholders and each of their Affiliates, officers, directors, employees, agents and their respective representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the "Seller Shareholder Indemnified Parties") from, against and in respect of any and all claims, liabilities (whether accrued, absolute or contingent, asserted or unasserted)liabilities, obligations, losses (including diminution of value)losses, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: 8.2.1 (a) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any Purchaser of the Ancillary DocumentDocuments; 8.2.2 (b) any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement, Agreement or in any Exhibit or any Purchaser of the Ancillary DocumentDocuments; 8.2.3 (c) any fraud, willful misconduct or bad faith by of Purchaser in connection with this Agreement or Exhibit hereto or the Ancillary Documents; or (d) any Purchaser Ancillary Documentliabilities of the Selling Shareholders pursuant to the Personal Guarantees with respect to the period after the Closing Date. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Seller Shareholder Indemnified Parties described in this Section 8.2 8.4 as to which the Seller Shareholder Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses" and, collectively with Purchaser Losses, the "Shareholder Losses."" The measure of Shareholder Losses shall be limited to the diminution in value, if any, of the Acquiror Shares then held by the Selling Shareholders as a result of any occurrence described in subsections (a), (b) and (c) of this Section 8.4.

Indemnification Obligations of Purchaser. Purchaser will shall ------------------------------------------- indemnify and hold harmless the SellersSeller and his heirs, and their respective heirsexecutors, successors and permitted assigns (collectively, the "Seller Indemnified Parties") from, against and in respect of any -------------------------- and all claims, liabilities (whether accrued, absolute or contingent, asserted or unasserted)liabilities, obligations, losses (including diminution of value)losses, damages, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: 8.2.1 (a) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any document or agreement executed and delivered by Purchaser Ancillary Document;in connection with the transactions contemplated by this Agreement, whether such representation and warranty is made as of the date hereof or as of the Second Closing Date; or 8.2.2 (b) any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement, Agreement or in any Exhibit document or any Purchaser Ancillary Document; 8.2.3 any fraud, willful misconduct or bad faith agreement executed and delivered by Purchaser in connection with the transactions contemplated by this Agreement or Exhibit hereto or any Purchaser Ancillary Document. Agreement; The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and damages judgments of the Seller Indemnified Parties described in this Section 8.2 10.02 as to which the Seller Indemnified Parties are entitled to -------------- indemnification are hereinafter collectively referred to as "Seller Losses" and, collectively with Purchaser Losses, the "Losses.". --------------