Common use of Seller’s Indemnification of Buyer Clause in Contracts

Seller’s Indemnification of Buyer. Seller hereby agrees that, notwithstanding the Closing and the delivery of instruments of conveyance, Seller will indemnify, defend, save and hold Purchaser and its stockholders, directors, employees, agents and affiliates (collectively "Indemnified Persons of Seller") harmless from and against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorney fees and other costs and expenses incident to any suit, action or proceeding) arising out of or resulting from and will pay to Purchaser the amount of damages suffered thereby together with any amount which it may pay or become obligated to pay (collectively "Buyer's Damages") on account of: (a) the breach or inaccuracy of any warranty or representation by Seller herein or any misstatement of a fact or facts herein made by Seller; (b) the failure by Seller to state or disclose a material fact herein necessary in order to make the facts herein stated or disclosed not misleading; (c) any failure of Seller to perform or observe any term, provision, covenant or condition hereunder on the part of it to be performed or observed; or (d) any act performed, transaction entered into, or state of facts suffered to exist by Seller in violation of the terms of this Agreement. In the event of any claim by an Indemnified Person of Seller under this Article XII, such Person shall be entitled to exercise all remedies provided by law and/or equity with respect thereto; in addition upon delivery of written notice of a claim hereunder specifying the claim in reasonable detail, Purchaser shall be entitled to escrow with an independent third party the amount of such claim by deducting the amount of such claim from any amounts due Seller until such claim is resolved.