Common use of Seller Indemnification Clause in Contracts

Seller Indemnification. Seller agrees to defend, indemnify and hold Buyer, its Affiliates and all of their respective parents, Affiliates, subsidiaries, officers, directors, managers, members, employees, agents, assignees and successors (collectively, the “Buyer Indemnified Parties”) harmless at all times from and against and in respect of any and all judgments, losses, liabilities, costs or expenses (including reasonable attorney’s fees) (collectively, “Losses”) which any Buyer Indemnified Party may suffer or incur either directly or in connection with any claims, demands, actions, causes of action, liabilities, suits, proceedings, investigations, inquiries, injunctions or regulatory actions by a Third Party to the extent such Losses arise from or are based upon a breach by Seller of any of its representations, warranties, agreements, covenants or obligations contained in or made pursuant to this Agreement; provided, however, Seller shall not be required to indemnify any Buyer Indemnified Party to the extent such Losses arise from (i) a reckless act of such Buyer Indemnified Party, (ii) the negligence or willful misconduct of Buyer or its Affiliates or any of their respective employees, agents, contractors or consultants, or (iii) a breach of this Agreement by Buyer or its Affiliates.

Seller Indemnification. Seller agrees to defendshall indemnify, indemnify defend and hold Buyer----------------------- harmless Buyer and, its Affiliates effective at Closing, without duplication, the Company and all of their respective parents, Affiliates, subsidiariesaffiliates, officers, directors, managers, membersagents, employees, agentssubsidiaries, assignees partners, members and successors controlling persons (collectivelyeach, a "Buyer ----- Indemnified Party") to the “Buyer Indemnified Parties”) harmless at all times fullest extent permitted by law from and against and in respect of any ------------------ and all judgmentsdamages, losses, liabilities, diminution in value, fines, penalties, costs and expenses of any kind or expenses nature whatsoever (whether or not arising out of a third party claim and including reasonable expenses of investigation, defense or settlement of the foregoing and reasonable attorney’s fees's fees and disbursements) (collectively, “"Losses”) which "), incurred or suffered by any Buyer ------ Indemnified Party may suffer occasioned or incur either directly caused by, resulting from or arising out of (i) any inaccuracy in or breach of any representation or warranty of Seller set forth in this Agreement, any Ancillary Agreement, the Seller Disclosure Schedules or any certificate or other writing delivered pursuant hereto or in connection with herewith and (ii) any claims, demands, actions, causes of action, liabilities, suits, proceedings, investigations, inquiries, injunctions or regulatory actions by a Third Party to the extent such Losses arise from or are based upon a breach failure by Seller of to perform any of its representations, warranties, agreementsobligations, covenants or obligations contained agreements set forth in or made pursuant to this Agreement; provided, howeverany Ancillary Agreement, Seller shall not be required to indemnify any Buyer Indemnified Party to the extent such Losses arise from (i) a reckless act of such Buyer Indemnified Party, (ii) the negligence or willful misconduct of Buyer or its Affiliates or any of their respective employees, agents, contractors certificate or consultants, other writing delivered pursuant hereto or (iii) a breach of this Agreement by Buyer in connection herewith or its Affiliatestherewith.

Seller Indemnification. Seller agrees to defendParties, indemnify jointly and severally, will indemnify, defend and hold Buyer, harmless Buyer and its Affiliates and all of their respective parents, Affiliates, subsidiariesstockholders, officers, directors, managers, members, employees, agentsagents and Affiliates (each a “Buyer Indemnified Party”) from and against any and all losses, assignees liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, Transfer Taxes, costs, fees, expenses (including reasonable attorneys’ fees) and successors disbursements (each, a “Loss” and, collectively, the “Buyer Indemnified Parties”) harmless at all times from and against and in respect of any and all judgments, losses, liabilities, costs or expenses (including reasonable attorney’s fees) (collectively, “Losses”) which incurred or suffered by any Buyer Indemnified Party may suffer based upon, arising out of, or incur either directly or otherwise in connection with any claims, demands, actions, causes respect of action, liabilities, suits, proceedings, investigations, inquiries, injunctions or regulatory actions by a Third Party to the extent such Losses arise from or are based upon a breach by Seller of any of its representations, warranties, agreements, covenants or obligations contained in or made pursuant to this Agreement; provided, however, Seller shall not be required to indemnify any Buyer Indemnified Party to the extent such Losses arise from (i) a reckless act any inaccuracies in or any breach of such Buyer Indemnified Partyany representation, warranty, covenant or agreement of Seller contained in this Agreement (including any Schedule or Exhibit attached hereto), any certificate or other document delivered pursuant hereto, or any Ancillary Agreement, (ii) the negligence or willful misconduct of Buyer or its Affiliates or any of their respective employeesthe Excluded Liabilities, agents, contractors or consultants, or (iii) a breach any Indebtedness of this Agreement by Buyer Seller not fully paid on the Closing Date, (iv) violation or its Affiliatesfailure to comply with any bulk sale or bulk transfer Law, and (v) except for the Assumed Liabilities, the operation of the Business or the ownership and use of the Purchased Assets on or prior to the Closing Date.