Common use of Obligation of Buyer to Indemnify Clause in Contracts

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, ------------------------------------ defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller the Company (and its directorsany heirs, officers, employees, affiliates, stockholders, agents, attorneys, successors and assignssuccessor or assignee thereof) from and against any Losses based upon, suffered or incurred by the Company or any of the foregoing persons arising out of any breach of the representations and warranties of Buyer, or otherwise in respect of any (i) inaccuracy in any representation or warranty the covenants and agreements of Buyer contained in this Agreement or in the Schedules, Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreementother Transaction Document.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) Company from and against any all Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Buyer contained in this Agreement or in the Exhibits hereto Agreement, or (ii) breach by the Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any all Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by the Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Buyer hereby agrees to indemnify, defend defend, save and hold harmless Seller (and its directors, officersofficer, employees, affiliates, stockholders, employees and agents, attorneys, successors and assigns) harmless from and against any and all Losses based upon, arising incurred or sustained by Seller which arises out of or otherwise in respect of any results from (i) inaccuracy in the breach of any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or set forth Article VI above, and (ii) the breach by Buyer of or failure to perform any covenant or agreement contained of Buyer set forth in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to shall indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect due to a misrepresentation or a breach of any (i) inaccuracy in any representation representation, warranty, covenant or warranty agreement of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in Document delivered pursuant to this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees agree to indemnify, defend -------------------------------- and hold harmless Seller Sellers (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless each Seller (and its directorsany director, officersofficer, employeesemployee, affiliates, stockholders, agents, attorneys, Affiliate or successors and assignsassigns of any thereof) from and against any Losses based upon, suffered or incurred by such Seller or any of the foregoing persons arising out of any breach of the representations and warranties of Buyer or otherwise in respect of any (i) inaccuracy in any representation or warranty the covenants and agreements of Buyer contained in this Agreement or in the Exhibits hereto Schedules or (ii) breach by Buyer of any covenant or agreement contained in this AgreementTransaction Document.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, -------------------------------- defend and hold harmless Seller (and its directorsany director, officersofficer, employeesemployee, affiliates, stockholders, agents, attorneys, Affiliate or successors and assignsassigns of Seller) from and against any Losses based upon, suffered or incurred by Seller or any of the foregoing persons arising out of or otherwise in respect of any (i) inaccuracy in any representation breach of the representations and warranties of Buyer or warranty of the covenants and agreements of Buyer contained in this Agreement Agreement, the Schedules hereto or in the Exhibits hereto any other Transaction Documents or (ii) breach by Buyer of any covenant or agreement contained in this AgreementAssumed Liabilities.

Obligation of Buyer to Indemnify. Subject to this Section 10, Buyer agrees to shall indemnify, defend and hold harmless Seller (the Sellers and its their respective directors, officers, employees, affiliates, stockholders, agents, attorneysaffiliates, successors successors, heirs, legal beneficiaries and assigns) permitted assigns from and against against, and shall pay and/or reimburse the foregoing persons for, any and all Losses based upon, relating to or arising out of or otherwise in respect the breach of any (i) inaccuracy in any representation representation, warranty, covenant or warranty agreement of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Subject to the limitations contained in Article V and Section 6.04 hereof, Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) the Stockholder from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in or any representation breach of any representation, warranty, covenant or warranty agreement of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Subject to the limitations set forth in Section 9.1 and Section 9.6, Buyer agrees to shall indemnify, defend and hold harmless Seller (Sellers and its their directors, officers, employees, affiliatesAffiliates, stockholders, agents, attorneys, and their respective successors and assigns) , from and against any Losses Loss incurred by any of them based upon, upon or arising out of or otherwise in respect of any (i) inaccuracy in any breach of any representation or warranty of made by Buyer contained in this Agreement; and (ii) the failure by Buyer to perform any unwaived covenant or agreement in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreementon its part to be performed.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in or any representation breach of any representation, warranty, covenant or warranty agreement of Buyer contained in this Agreement or in the Exhibits hereto any agreement, certificate, document or (ii) breach other instrument delivered by Buyer of any covenant or agreement contained in pursuant to this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, -------------------------------- defend and hold harmless each Seller (and its directorsany officer, officersemployee, employees, affiliates, stockholders, agents, attorneys, Affiliate or successors and assignsassigns of such Seller) from and against any Losses based upon, suffered or incurred by such Seller or any of the foregoing persons arising out of any breach of the representations and warranties of Buyer or otherwise in respect of any (i) inaccuracy in any representation or warranty the covenants and agreements of Buyer contained in this Agreement or in the Exhibits hereto Schedules or (ii) breach by Buyer of any covenant or agreement contained in this AgreementTransaction Documents.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) Sellers from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation representation, warranty, covenant or warranty agreement of Buyer contained in this Agreement or in the Exhibits hereto any document or (ii) breach by Buyer of any covenant or agreement contained in other papers delivered pursuant to this Agreement.

Obligation of Buyer to Indemnify. Buyer hereby agrees to indemnify, defend defend, save and hold harmless Seller (and its directors, officersofficer, employees, affiliates, stockholders, employees and agents, attorneys, successors and assigns) harmless from and against any and all Losses based upon, arising incurred or sustained by Seller which arise out of or otherwise in respect of any results from (i) inaccuracy in the breach of any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or set forth Article V above, and (ii) the breach by Buyer of or failure to perform any covenant or agreement contained of Buyer set forth in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to shall indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) the Sellers from and against any Losses based upon, arising out of or otherwise in respect of any due to (i) inaccuracy in any representation misrepresentation or warranty a breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or in the Exhibits hereto or any Transaction Document delivered pursuant to this Agreement and (ii) breach by Buyer Buyer’s use of any covenant or agreement contained in this AgreementAssets from and after the date of Closing.

Obligation of Buyer to Indemnify. Buyer agrees to shall indemnify, defend and hold harmless Seller (and its their respective officers, directors, officersmembership interest owners and Affiliates (collectively, employees, affiliates, stockholders, agents, attorneys, successors and assignsthe "Seller Indemnified Parties") from and against any and all Losses based upon, arising out with respect to the following: (1) any breach of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto any other Transaction Document; (2) any breach of or (ii) breach by failure to perform any covenant, agreement or obligation of Buyer of any covenant or agreement contained in this AgreementAgreement or in any other Transaction Document; and/or (3) the Specified Liabilities.

Obligation of Buyer to Indemnify. Buyer agrees agree to indemnify, defend and --------------------------------- hold harmless Seller Sellers (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

Obligation of Buyer to Indemnify. Buyer agrees to indemnify, ------------------------------------ defend and hold harmless Seller Sellers (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.