Common use of Indemnity by Purchaser Clause in Contracts

Indemnity by Purchaser. From and after the Closing and subject to the terms and conditions of this Article VIII (including the limitations set forth in Section 8.7), Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective managers, members, directors, officers, employees, agents and representatives (each of whom may be an Indemnitee pursuant to this Section 8.2) (collectively, the "Seller Indemnitees") from and against, and pay and reimburse each Seller Indemnitee for, any and all Losses, whether or not any such Losses arise out of any Third Party Claim, directly or indirectly arising out of, resulting from or in connection with: (a) any untrue representation or breach of warranty of Purchaser in this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by Seller Indemnitee in the event that any third party unrelated to Seller alleges facts that, if true, would constitute or result in a breach by Purchaser of or an inaccuracy of any such representation or warranty); (b) a default or breach of any covenant or agreement made by Purchaser in this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by Seller Indemnitee in the event that any third party unrelated to Seller alleges facts that, if true, would constitute or result in a breach by Purchaser of any such covenant or agreement); (c) all Losses suffered or incurred by Seller or any Affiliate of Seller arising out, resulting from or in connection with any Third Party Claim that is instituted after the Closing Date to the extent such Third Party Claim shall be attributable to the conduct of or any action or inaction on the part of Purchaser, or its direct or indirect parent companies or members and each of their respective officers, employees, principals and other representatives, at anytime after the Closing in respect of Purchaser's ownership and operation of Susanville, including any Third Party Claim arising out of any violation of any Law.

Indemnity by Purchaser. From and after the Closing and subject to the terms and conditions of this Article VIII (including the limitations set forth in Section 8.7), Purchaser 8.7),Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective managers, members, directors, officers, employees, agents and representatives (each of whom may be an Indemnitee pursuant to this Section 8.2) (collectively, the "“Seller Indemnitees"”) from and against, and pay and reimburse each Seller Indemnitee for, any and all Losses, whether or not any such Losses arise out of any Third Party Claim, directly or indirectly arising out of, resulting from or in connection with: (a) any untrue representation or breach of warranty of Purchaser in this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by Seller Indemnitee in the event that any third party unrelated to Seller alleges facts that, if true, would constitute or result in a breach by Purchaser of or an inaccuracy of any such representation or warranty); (b) a default or breach of any covenant or agreement made by Purchaser in this Agreement (including in the case of any Third Party Claim any Losses suffered or incurred by Seller Indemnitee in the event that any third party unrelated to Seller alleges facts that, if true, would constitute or result in a breach by Purchaser of any such covenant or agreement); (c) all Losses suffered or incurred by Seller or any Affiliate of Seller arising out, resulting from or in connection with any Third Party Claim that is instituted after the Closing Date to the extent such Third Party Claim shall be attributable to the conduct of or any action or inaction on the part of Purchaser, or its direct or indirect parent companies or members and each of their respective officers, employees, principals and other representatives, at anytime after the Closing in respect of Purchaser's ’s ownership and operation of Susanville, including any Third Party Claim arising out of any violation of any Law.