Common use of Indemnification of Buyer by Seller Clause in Contracts

Indemnification of Buyer by Seller. Seller shall severally indemnify Buyer against: (a) any and all liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge which are not expressly assumed by Buyer as herein provided (“Losses”). (b) any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by Buyer (whether awarded against Buyer or paid by Buyer in settlement of a claim) resulting from any misrepresentation, breach of a warranty, or non-fulfillment of any covenant or agreement on the part of Seller contained in this Agreement or the Assignment and Xxxx of Sale or in any statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Seller to Buyer pursuant hereto or in connection with the transactions contemplated hereby; and (c) any and all any court filing fee, court cost, arbitration fee or cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification under this article, including, without limitation, in each case, attorneys’ fees, other professionals’ fees, and disbursements (“Litigation Expenses”) (Losses and Litigation Expenses are collectively, “Indemnifiable Losses”) incident to any of the foregoing.

Indemnification of Buyer by Seller. Subject to the limitations on recourse and recovery set forth in this Article 9, from and after the Closing, Seller shall severally indemnify will indemnify, defend and hold harmless Buyer and its Affiliates (which after Closing will include the Company) and each of their respective officers, directors, members, managers, partners, employees, agents and representatives, and their respective successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Losses imposed upon or against, or incurred by, the Buyer Indemnified Parties in connection with, relating to, arising out of or resulting from: (a) the inaccuracy or breach of any and all liabilityrepresentation or warranty made by Seller or the Company in Article 3 or any certificate delivered by Seller or the Company pursuant to this Agreement (each such inaccuracy or breach, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge which are not expressly assumed by Buyer as herein provided (a “LossesWarranty Breach”).; (b) any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered nonfulfillment or breach by Buyer (whether awarded against Buyer Seller or paid by Buyer in settlement of a claim) resulting from any misrepresentation, breach of a warranty, or non-fulfillment the Company of any covenant or agreement made by or on behalf of, Seller or the part of Seller contained in Company under this Agreement or the Assignment and Xxxx of Sale Membership Interest Assignment, provided, however, that Seller’s indemnification obligations with respect to any such nonfulfillment or in breach by the Company pursuant to this Section 9.2(b) shall only apply to any statement, attachment, schedule, exhibit nonfulfillment or certificate furnished or breach by the Company occurring prior to be furnished by Seller to Buyer pursuant hereto or in connection with the transactions contemplated hereby; andClosing; (c) any and all Seller Taxes; and (d) any court filing fee, court cost, arbitration fee or cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification under this article, including, without limitation, in each case, attorneys’ fees, other professionals’ fees, and disbursements (“Litigation Expenses”) (Losses and Litigation Expenses are collectively, “Indemnifiable Losses”) incident to any of the foregoingPre-Closing Employment Liabilities.

Indemnification of Buyer by Seller. Seller shall severally indemnify Buyer and its officers and directors against: (a) any and all liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge which are not expressly assumed by Buyer as herein provided (“Losses”). (b) any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by Buyer (whether awarded against Buyer or paid by Buyer in settlement of a claim) resulting from any misrepresentation, breach of a warranty, or non-fulfillment of any covenant or agreement on the part of Seller contained in this Agreement or the Assignment and Xxxx of Sale or in any statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Seller to Buyer pursuant hereto or in connection with the transactions contemplated hereby; and (c) any and all any court filing fee, court cost, arbitration fee or cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification under this article, including, without limitation, in each case, attorneys’ fees, other professionals’ fees, and disbursements (“Litigation Expenses”) (Losses and Litigation Expenses are collectively, “Indemnifiable Losses”) incident to any of the foregoing.