Common use of Indemnity by Purchaser Clause in Contracts

Indemnity by Purchaser. The Purchaser shall, severally and not jointly, (i) indemnify and hold harmless the Company, any officer, director, employee or agent of the Company, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any Losses to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, or arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made,) not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or action, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Purchaser; provided, however, that such indemnification or reimbursement shall be payable only if, and to the extent that, any Losses arise out of or are based upon an untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the preparation thereof.

Indemnity by Purchaser. The Purchaser shallcovenants and agrees to defend, severally and not jointly, (i) indemnify and hold Seller and Seller’s Affiliates, including but not limited to directors, officers, managers, employees, agents, representatives, successors and assignees (collectively, “Seller Indemnitees”) harmless the Companyfrom and against any and all Damages, Liabilities (joint or several), and Proceedings, of any kind or nature whatsoever , directly or indirectly resulting from relating to or arising out of: (a) any breach of, or any inaccuracy in, any officer, director, employee representation or agent warranty of the Company, and each other personPurchaser (or any alleged breach or inaccuracy in a representation or warranty, if anyany third party alleges facts that, who controls the Company within the meaning if true, would constitute a breach of Section 15 of the Securities Act against any Losses to which each inaccuracy in such indemnified party may become subject under the Securities Act representation or otherwise, insofar as such Losses (warranty) contained herein or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, document or arise out of instrument executed and delivered pursuant hereto or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made,) not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actionthereto, including any amounts paid in settlement Operative Document; (b) the non-performance (partial or total) of any litigationcovenant or obligation to be performed by Purchaser contained herein or in any document or instrument executed and delivered pursuant hereto or thereto, commenced or threatened, if such settlement is effected with the prior written consent including any Operative Document; (c) any Liability of Purchaser of any nature arising out of the use or ownership of any of the Assets after the Closing Date by Purchaser; (d) Transaction Expenses of Purchaser; providedand (e) the failure or alleged failure of Purchaser or any Affiliate of Purchaser to pay when due any Tax, howeversatisfy any Tax Liability or to withhold for any Tax or for failing or allegedly failing to accurately complete any Tax Return due with regard thereto, that such indemnification or reimbursement shall be payable only if, and in each case relating to the extent thatownership, use and/or operation of the Assets after the Closing Date, and/or, subject to Section 5.10, based on any Losses arise Tax triggered by, based on, arising out of of, or are based upon an untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished attributable to the Company by the Purchaser expressly for use in the preparation thereofTransactions contemplated or effected hereunder.

Indemnity by Purchaser. The Subject to the other terms and conditions of this Article 7, Purchaser shallshall indemnify Seller, severally its Affiliates and not jointlytheir respective officers, directors and employees (ieach a “Seller Indemnified Party”) indemnify against, and shall hold any Seller Indemnified Party harmless the Companyfrom and against, any officerand all Losses incurred or sustained by, directoror imposed upon, employee Seller based upon, arising out of, with respect to or agent by reason of: (a) any inaccuracy in or breach of any of the Companyrepresentations or warranties of Purchaser contained in this Agreement (disregarding for purposes of this Section 7.3(a) any qualifiers such as “material”, “ materially”, “material respects”, “Material Adverse Effect” or words of similar import for purposes of calculating Losses); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement or any Ancillary Agreement; (c) any Specified Assumed Liabilities, subject to the Specified Liabilities Cap and each the other person, if any, who controls limitations set forth in Section 1.3; (d) any Assumed Liability (other than the Company within the meaning of Section 15 Specified Assumed Liabilities addressed in clause (c) above); or (e) subject to Seller’s retention of the Securities Act Excluded Liabilities, any claims or demands by third parties against any Losses to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise Seller Indemnified Parties arising out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, or arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light resulting from Purchaser’s operation and/or conduct of the circumstances Specified Business after the Closing. The party making a claim under which they were made,) not misleading, this Article 5 is referred to as the “Indemnified Party” and (ii) reimburse each indemnified the party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any against whom such Losses or action, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement claims are asserted under this Article 5 is effected with referred to as the prior written consent of the Purchaser; provided, however, that such indemnification or reimbursement shall be payable only if, and to the extent that, any Losses arise out of or are based upon an untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the preparation thereof“Indemnifying Party.”