Common use of Indemnification of Sellers Clause in Contracts

Indemnification of Sellers. Buyer hereby agrees to indemnify and hold harmless each Seller, its officers, directors, employees, agents and Affiliates (the "Seller Indemnitees") from and against, and pay or reimburse the Seller Indemnitees for, any and all Liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Losses") resulting from or arising out of: (a) the inaccuracy of any representation or warranty made by Buyer herein or in any certificate delivered pursuant to this Agreement; (b) any failure of Buyer to perform any covenant or agreement made or contained in this Agreement or to fulfill any other obligation in respect hereof; (c) the Assumed Liabilities; and (d) Liabilities with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business on or after the Closing Date.

Indemnification of Sellers. Subject to the provisions of this Section 15. and only in the event the Closing occurs (Seller otherwise being entitled only to payment of the Xxxxxxx Money Deposit as liquidated damages if the Closing does not occur), Buyer hereby agrees to indemnify indemnify, defend, and hold harmless each SellerSellers, its and their respective predecessors, successors, assigns, officers, directors, stockholders, employees, agents Subsidiaries, parents, Affiliates, partners, agents, attorneys, accountants, financial advisers, Representatives, and Affiliates insurers (collectively, the "Seller IndemniteesIndemnified Parties") from ), against and against, and pay or reimburse the Seller Indemnitees for, in respect of any and all Liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings damages (including informal proceedingsincidental and consequential damages), investigationsdeficiencies, auditsdiminutions in value, liabilities, actions, suits, proceedings, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and reasonable costs and expenses (including without limitation reasonable attorneys' fees including, but not limited to, attorney and disbursements of every kind, nature and descriptionexpert witness fees) (collectively, the "Losses") resulting ), arising or resulting, directly or indirectly, from or arising out ofin connection with: (a) the inaccuracy a. Any misrepresentation or other breach of any representation or warranty made by Buyer herein or in any certificate delivered pursuant to this Agreement; (b) any failure of Buyer to perform any covenant or agreement made or contained in this Agreement or to fulfill in any of the other obligation in respect hereofTransaction Documents; (c) b. Any failure to perform or other breach of any covenant, agreement, or obligation of Buyer in this Agreement or in any of the other Transaction Documents; c. Any of the Assumed Liabilities; andor (d) Liabilities with respect tod. Any and all liabilities or obligations of the Business incurred, arising out of and any and all liabilities or obligations relating to, the ownership, possession or use of to the Acquired Assets and the operation of the Business on or incurred, after the Closing Date. The foregoing matters giving rise to the rights of the Seller Indemnified Parties to indemnification hereunder are referred to as the "Seller Claims".