Common use of Purchaser’s Indemnification Clause in Contracts

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or any of its Subsidiaries or breach of any warranty by Purchaser or any of its Subsidiaries in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser or any of its Subsidiaries of any covenant or undertaking to be performed by Purchaser or any of its Subsidiaries hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser and/or any of its Subsidiaries relating hereto.

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and its Subsidiaries and each of the Company's and its Subsidiaries' officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or any of its Subsidiaries which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or any of its Subsidiaries or breach of any warranty by Purchaser in this Agreement or any of its Subsidiaries in this Related Agreement or in any exhibits or schedules attached hereto or any Related Agreementthereto; or (ii) any breach or default in performance by Purchaser or any of its Subsidiaries of any covenant or undertaking to be performed by Purchaser or any of its Subsidiaries hereunder, under any other Related Agreement Agreement, or any other agreement entered into by the Company and Purchaser and/or any of its Subsidiaries and Purchaser relating hereto.

Purchaser’s Indemnification. The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claimclaims, costcosts, expenseexpenses, liabilityliabilities, obligationobligations, loss losses or damage damages (including reasonable legal fees) of any naturenature ("Company Losses"), incurred by or imposed upon the Company which resultsthat result, arises arise out of or is are based upon: (i) any misrepresentation by the Purchaser or any of its Subsidiaries or breach of any warranty by the Purchaser in this Agreement or any of its Subsidiaries in this Related Agreement or in any exhibits or schedules attached hereto or any Related Agreementthereto; or (ii) any breach or default in performance by the Purchaser or any of its Subsidiaries of any covenant or undertaking to be performed by the Purchaser or any of its Subsidiaries hereunder, under any Related Agreement or under any other agreement entered into by the Company and the Purchaser and/or relating hereto or thereto; IN EACH CASE excluding all Company Losses to the extent occasioned by the gross negligence, willful misconduct or bad faith of any of its Subsidiaries relating heretosuch indemnified person as finally determined pursuant to applicable law.

Purchaser’s Indemnification. The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claimclaims, costcosts, expenseexpenses, liabilityliabilities, obligationobligations, loss losses or damage damages (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which resultsdo not result from the Company's gross negligence or willful misconduct and, arises which result, arise out of or is are based upon: (i) any misrepresentation by the Purchaser or any of its Subsidiaries or breach of any warranty by the Purchaser or any of its Subsidiaries in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by the Purchaser or any of its Subsidiaries of any covenant or undertaking to be performed by the Purchaser hereunder, or any of its Subsidiaries hereunder, under any other Related Agreement Agreements or any other agreement entered into by the Company and the Purchaser and/or any of its Subsidiaries relating heretohereto or thereto.

Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend each of the Company and each Subsidiary and each of the Company's its respective officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company such indemnified party in connection with any third-party claim or action which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or any of its Subsidiaries or breach of any warranty by Purchaser or any of its Subsidiaries in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser or any of its Subsidiaries of any covenant or undertaking to be performed by Purchaser or any of its Subsidiaries hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser and/or any of its Subsidiaries and Purchaser relating heretohereto or thereto. Amounts payable by the Purchaser under this Section 8.2 are subject to verification by the Purchaser or an independent accountant appointed by the Purchaser and reasonably acceptable to the Company.