Common use of Purchaser Indemnification Clause in Contracts

Purchaser Indemnification. (a) The Purchaser shall indemnify and hold the Seller harmless against and in respect of all Seller Damages. “Seller Damages” shall mean any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees, and other costs and expenses reasonably incurred in investigating or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to the Seller from (i) any inaccurate representation made by the Purchaser in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, (ii) breach of any of the warranties or agreements made by the Purchaser in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, or (iii) breach or default in the performance by the Purchaser of any of the obligations to be performed by the Purchaser hereunder. The Purchaser agrees to pay or reimburse the Seller for any payment made or amount payable or loss suffered or incurred by the Seller at any time from and after the Closing in respect of any Seller Damages to which the foregoing indemnity relates.

Purchaser Indemnification. (a) The Purchaser shall indemnify and hold the Seller Shareholder harmless against and in respect of all Seller Shareholder Damages. “Seller "Shareholder Damages” " shall mean any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees, and other costs and expenses reasonably incurred in investigating or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to the Seller a Shareholder from (i) any inaccurate representation made by the Purchaser in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, (ii) breach of any of the warranties or agreements made by the Purchaser in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, or (iii) breach or default in the performance by the Purchaser of any of the obligations to be performed by the Purchaser hereunder. The Purchaser agrees to pay or reimburse the Seller Shareholder for any payment made or amount payable or loss suffered or incurred by the Seller Shareholder at any time from and after the Closing in respect of any Seller Shareholder Damages to which the foregoing indemnity relates.