Common use of Seller’s Agreement to Indemnify Clause in Contracts

Seller’s Agreement to Indemnify. Seller agrees to indemnify, defend and hold harmless Buyer and Affiliates and their respective successors and assigns from, against and in respect of the full amount of any and all Liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (“Damages”) arising from, in connection with, or incident to: (a) any untruth, inaccuracy, breach or omission of, from or in, the representations and warranties made to Buyer herein; or any nonfulfillment of any covenant or agreement of Seller under this Agreement; or from any untruth, inaccuracy, breach or omission of, from or in, any representation or warranty, or any nonfulfillment of any covenant or agreement made by Seller in the Schedules, the exhibits or any other written statement, list, certificate or other instrument furnished to Buyer by or on behalf of Seller pursuant to this Agreement; (b) the ownership of the Acquired Assets by Seller prior to the Effective Time; (c) any fees, expenses or other payments incurred or owed by Seller to any brokers or comparable third parties retained or employed in connection with the transactions contemplated by this Agreement; (d) the failure to pay any transfer taxes; and (e) any claim made by a third party alleging facts which, if true, would entitle Buyer to indemnification pursuant to the above.

Seller’s Agreement to Indemnify. Upon the terms and subject to the conditions of this Article VIII, Seller agrees to shall, from and after the Closing, indemnify, defend and hold harmless Buyer and its Affiliates (and their respective successors directors, officers, managers, shareholders, members, managers, partners, employees, agents, attorneys and assigns from, representatives) from and against and in respect of the full amount of any and all charges, dues, Taxes, fines, claims, Liabilities, losses, damages, claimspayments, deficiencies, finesawards, settlements, assessments, lossesjudgments, taxesfees, penalties, interest, costs and expenses, including, without limitation, including the reasonable fees and disbursements of counsel (collectively, “Damages”) arising from), which any of them shall incur, sustain or suffer and which relate to or arise, directly or indirectly, out of or in connection with, or incident to: with (ai) any untruth, breach or inaccuracy of any representation or warranty made by the Seller in this Agreement or in any Seller Ancillary Document (each such breach and inaccuracy, breach a “Seller Warranty Breach”), (ii) any breach, non-compliance, nonfulfillment or omission of, from or in, the representations and warranties made to Buyer herein; or any nonfulfillment nonperformance by Seller of any covenant or agreement of Seller under in this Agreement; or from , (iii) any untruthTax Amount, inaccuracy(iv) any Buyer Tax Losses, breach or omission of(v) Closing Indebtedness, from or in(vi) Excluded Liabilities, any representation or warranty, or any nonfulfillment of any covenant or agreement made by Seller in the Schedules, the exhibits or any other written statement, list, certificate or other instrument furnished to Buyer by or (vii) those Actions listed on behalf of Seller pursuant to this Agreement; (bSection 3.20(a) the ownership of the Acquired Assets by Seller Disclosure Schedule, (viii) any Actions against the Companies filed after the date of this Agreement but prior to the Effective Time; Closing Date, (cix) any feesmatter set forth on Section 8.01(ix) of the Disclosure Schedules, (x) Seller Retention Obligations, and (xi) any expenses or other payments incurred or owed by of Seller related to any brokers or comparable third parties retained or employed in connection with the transactions transaction contemplated by this Agreement; Agreement that are incurred by the Companies (ditems (i)-(viii) the failure to pay any transfer taxes; and (e) any claim made by a third party alleging facts whichcollectively, if true, would entitle “Buyer to indemnification pursuant to the aboveClaims”).