Common use of Purchaser’s Indemnification Clause in Contracts

Purchaser’s Indemnification. Each 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 the Purchasers or breach of any warranty by the Purchasers in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by the Purchasers of any covenant or undertaking to be performed by the Purchasers hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers relating hereto or thereto.

Purchaser’s Indemnification. Each The Purchaser agrees to indemnify, ---------------------------- hold harmless, reimburse and defend the Company and each of the Company’s '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 resultsresult, arises arise out of or is are based upon: (ia) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (iib) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers the Purchaser relating hereto or theretohereto.

Purchaser’s Indemnification. Each 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 resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement Agreement, or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers the Purchaser relating hereto or thereto.

Purchaser’s Indemnification. Each The Purchaser agrees to indemnify, ---------------------------- hold harmless, reimburse and defend the Company and each of the Company’s '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 resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers the Purchaser relating hereto or theretohereto.

Purchaser’s Indemnification. Each 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 Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, Agreement or any other Related Agreement or in any exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or under any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers the Purchaser 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 such indemnified person as finally determined pursuant to applicable law.

Purchaser’s Indemnification. Each Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company Borrower and each of the CompanyBorrower’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 Borrower which results, arises out of or is based upon: upon (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries Borrower and Purchasers Purchaser relating hereto or theretohereto.

Purchaser’s Indemnification. Each The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company Companies and each of the Company’s Companies’ 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 Companies which resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries Companies and Purchasers the Purchaser relating hereto or theretohereto.

Purchaser’s Indemnification. Each Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company Borrower and each of the Company’s Borrower'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 Borrower which results, arises out of or is based upon: upon (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries Borrower and Purchasers Purchaser relating hereto or theretohereto.

Purchaser’s Indemnification. Each Purchaser's Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s '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: upon (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers Purchaser relating hereto or theretohereto.

Purchaser’s Indemnification. Each Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and Iview and each of the Company’s and Iview’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 and/or Iview which results, arises out of or is based upon: (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement Agreement; or any other agreement entered into by the Company and/or any of its Subsidiaries Iview and Purchasers Purchaser relating hereto or thereto.

Purchaser’s Indemnification. Each 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 Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, Agreement or any other Related Agreement or in any exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related 31 Agreement or under any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers the Purchaser 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 such indemnified person as finally determined pursuant to applicable law.

Purchaser’s Indemnification. Each 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 resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, Agreement or any other Related Agreement or in any exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries subsidiaries and Purchasers the Purchaser relating hereto or thereto.

Purchaser’s Indemnification. Each The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s '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 resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers the Purchaser relating hereto or thereto.

Purchaser’s Indemnification. Each The Purchaser agrees to indemnify, --------------------------- hold harmless, reimburse and defend the Company and each of the Company’s '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 resultsresult, arises arise out of or is are based upon: (i) any misrepresentation by the Purchasers Purchaser or breach of any warranty by the Purchasers Purchaser in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or theretoany Related Agreement; or (ii) any breach or default in performance by the Purchasers Purchaser of any covenant or undertaking to be performed by the Purchasers Purchaser hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers the Purchaser relating hereto or theretohereto.