Common use of Indemnification of the Seller Clause in Contracts

Indemnification of the Seller. The Buyer hereby agrees to indemnify, defend, and hold harmless the Seller, its successors in interest, and their respective officers, directors, employees, agents, attorneys and shareholders (each a "Seller Indemnitee") from and against all Damages asserted against, assessed upon, resulting to, imposed upon, or incurred by the Seller by reason of or resulting from (a) any default on any Assumed Liability occurring after the Closing Date, (b) a breach of any representation or warranty of the Buyer contained in or made pursuant to this Agreement and the other Transaction Documents, including the Exhibits and Disclosure Schedules thereto, or (c) the operation of the businesses of the Buyer directly related to the Assets, including, but not limited to, any products sold or services rendered, after the Closing Date. In addition, the Buyer agrees to indemnify any Seller Indemnitee for Damages as they are incurred by the Seller Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, or the relative success or nonsuccess the Seller Indemnitee may experience in such proceedings.

Indemnification of the Seller. The Buyer hereby agrees to indemnify, defend, indemnify and hold harmless the Seller, its successors in interest, Curtxx Xxxties and their Affiliates and their respective officers, directors, employees, agents, attorneys officers and shareholders employees (each a the "Seller IndemniteeIndemnitees") from and against (A) any and all Damages which may be asserted against, assessed upon, resulting to, imposed upon, against -49- 51 or sustained or incurred by the Seller by reason Indemnitees in connection with, arising out of or resulting from related to: (ai) the Assumed Liabilities; (ii) any default on any Assumed Liability occurring after the Closing Dateinaccuracy in, (b) a misrepresentation, breach or alleged breach of any representation or warranty of the representations, warranties, agreements, commitments, obligations, covenants or conditions made by the Buyer contained in or made pursuant to this Agreement and the other Transaction Documents, including the Exhibits and Disclosure Schedules thereto, hereunder; or (ciii) the operation of the businesses of Business following the Buyer directly related Closing, except with respect to the Assetsany Excluded Liabilities, and (B) any and all costs and expenses (including, but not limited to, any products sold or services rendered, after the Closing Date. In addition, the Buyer agrees to indemnify any Seller Indemnitee for Damages as they are reasonable legal expenses) incurred by the Seller Indemnitee irrespective Indemnitees in connection with the enforcement of their respective rights hereunder. To the full extent permitted by law, the Buyer covenants on behalf of itself and its Affiliates not to sue xxx of the Seller Indemnitees regarding any ongoing or continuing legal proceedings matters referenced in this Section 9.3. Notwithstanding the foregoing, the Buyer and its Affiliates shall have the relative timeframes right to enforce the performance of the Parent's and issues associated with such proceedings, Seller's covenants and obligations set forth in this Agreement or the relative success other agreements contemplated hereby, to the extent that the Buyer or nonsuccess its Affiliate is a party thereto or otherwise entitled to the Seller Indemnitee may experience in such proceedingsbenefits thereunder.

Indemnification of the Seller. The Buyer hereby agrees to indemnify, defend, and hold harmless the Seller, its successors in interest, and their respective officers, directors, employees, agents, attorneys and shareholders (each a "Seller Indemnitee") from and against all Damages asserted against, assessed upon, resulting to, imposed upon, or incurred by the Seller by reason of or resulting from (a) any default on any Assumed Liability occurring after the Closing Date, or (b) a breach of any representation or warranty of the Buyer contained in or made pursuant to this Agreement and the other Transaction Documents, including the Exhibits and Disclosure Schedules thereto, or (c) the operation of the businesses of the Buyer directly related to the Assets, including, but not limited to, any products sold or services rendered, after the Closing Date. In addition, the Buyer agrees to indemnify any Seller Indemnitee for Damages as they are incurred by the Seller Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, or the relative success or nonsuccess the Seller Indemnitee may experience in such proceedings.

Indemnification of the Seller. The Buyer hereby agrees to indemnify, defend, and hold harmless the Seller, its successors in interest, and their respective officers, directors, employees, agents, attorneys and shareholders (each a "Seller Indemnitee") from and against all Damages asserted against, assessed upon, resulting to, imposed upon, or incurred by the Seller by reason of or resulting from (a) any default on any Assumed Liability occurring after the Closing Date, (b) a breach of any representation or warranty of the Buyer contained in or made pursuant to this Agreement and the other Transaction Documents, including the Exhibits and Disclosure Schedules thereto, or (c) the operation of the businesses of the Buyer directly related to the AssetsAssets and the Assumed Liabilities, including, but not limited to, any products sold or services rendered, after the Closing Date. In addition, the Buyer agrees to indemnify any Seller Indemnitee for Damages as they are incurred by the Seller Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, or the relative success or nonsuccess the Seller Indemnitee may experience in such proceedings.