Common use of Seller Indemnity Clause in Contracts

Seller Indemnity. (a) Seller agrees to indemnify Buyer and hold Buyer harmless from and against all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Buyer, to the extent such liabilities, losses, damages, costs or expenses ("Damages") are occasioned, caused by or arise directly out of : (b) any breach of any of the representations or warranties or failure to perform any of the covenants made by the Seller in this Agreement, or any certificate, exhibit, instrument or other document delivered pursuant to this Agreement; or (c) any debts, claims, liabilities, or obligations of the Seller not expressly assumed by Transferee pursuant to this Agreement.

Seller Indemnity. (a) Seller agrees to indemnify Buyer and hold Buyer harmless from and against all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Buyer, to the extent such liabilities, losses, damages, costs or expenses ("“Damages"”) are occasioned, caused by or arise directly out of of: (b) i. any breach of any of the representations or warranties or failure to perform any of the covenants made by the Seller in this Agreement, or any certificate, exhibit, instrument or other document delivered pursuant to this Agreement; or (c) ii. any debts, claims, liabilities, or obligations of the Seller not expressly assumed by Transferee pursuant to this Agreement.