Common use of Indemnification of Buyer Indemnified Parties Clause in Contracts

Indemnification of Buyer Indemnified Parties. Subject to the applicable provisions of Section 7.1 and Section 7.5, Seller covenants and agrees to indemnify each of Buyer and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Buyer Indemnified Parties”) against, and hold each Buyer Indemnified Party harmless from and in respect of, all liability, demands, claims, Actions or causes of action, assessments, losses, damages (including any consequential, exemplary, punitive or treble damages), costs and expenses (including reasonable fees and actual disbursements by attorneys, consultants, experts or other representatives and litigation costs) (collectively, “Damages”) to any Buyer Indemnified Party that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of Seller set forth in this Agreement or in certificates or other documents delivered in connection with this Agreement, in each case giving effect to any dollar amounts expressly set forth therein, but without giving any effect to any materiality qualifiers with respect thereto, (ii) the ownership, management, operation or use by Seller of the Acquired Assets or the conduct of the Business by Seller prior to the Closing, (iii) any nonfulfillment of any covenant or agreement on the part of Seller under this Agreement, and (iv) the Excluded Assets and the Retained Liabilities (each such liability, demand, claim, Action or cause of action, assessment, loss, damage, cost and expense being a “Buyer Indemnified Loss”).

Indemnification of Buyer Indemnified Parties. Subject to the applicable provisions of Section 7.1 and Section 7.5, Seller covenants Sellers, jointly and agrees severally, covenant and agree to indemnify each of Buyer and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Buyer Indemnified Parties”) against, and hold each Buyer Indemnified Party harmless from and in respect of, all liability, demands, claims, Actions or causes of action, assessments, losses, damages (including any consequential, exemplary, punitive or treble damages), costs and expenses (including reasonable fees and actual disbursements by attorneys, consultants, experts or other representatives and litigation costs) (collectively, “Damages”) to any Buyer Indemnified Party that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of Seller Sellers set forth in this Agreement herein or in certificates or other documents document delivered in connection with this Agreementherewith, in each case giving effect to any dollar amounts expressly set forth therein, but without giving any effect to any materiality qualifiers with respect thereto, (ii) the ownership, management, operation or use by Seller Sellers of the Acquired Assets or the conduct of the Business by Seller Sellers prior to the Closing, (iii) any nonfulfillment of any covenant or agreement on the part of Seller Sellers under this Agreement, and (iv) the Excluded Assets and the Retained Liabilities (each such liability, demand, claim, Action or cause of action, assessment, loss, damage, cost and expense being a “Buyer Indemnified Loss”).