Common use of Seller Indemnification of Buyer Clause in Contracts

Seller Indemnification of Buyer. The Seller will indemnify and hold harmless the Buyer from and against any and all loss, liability, expense, claim, damage or injury suffered or sustained by the Buyer by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Seller in the performance of its duties under this Agreement or arising out of or based on the arrangement created by this Agreement and the activities of the Seller taken pursuant hereto; provided, however, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury of the Buyer resulting from acts, omissions or alleged acts or omissions that constitute willful misconduct, bad faith or gross negligence by the Buyer; and, provided, further, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect to any of the foregoing) required to be paid by the Buyer in connection with this Agreement to any taxing authority. Any indemnification under this Article IV survives the termination of this Agreement.