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

Seller’s Indemnification of Buyer. SELLER shall, in addition to SELLER’s obligation to indemnify BUYER, its parent, its affiliates and subsidiaries and their respective agents, officers, directors and employees (“BUYER INDEMNITEE”) by law, in equity or otherwise, at its own expense, at BUYER’s option defend, indemnify and hold harmless BUYER INDEMNITEE from and *Confidential Treatment Requested. against all third-party claims, allegations, demands, liabilities, obligations, charges, fines, losses, damages, penalties, interest, costs and expenses, including, without limitation, reasonable legal fees, experts’ fees, and expenses and any amounts paid in settlement (collectively “CLAIMS”), to the extent directly attributable to arising from or relating to any of the following: (i) SELLER’s breach of or inaccuracy in, any representation, warranty, or other obligation set forth in this AGREEMENT; (ii) the gross negligence, bad faith, intentional or willful misconduct of SELLER or subcontractors or their respective employees or other representatives; (iii) SELLER’s use of any subcontractors arising out of or relating to SELLER’s performance under this AGREEMENT; or (iv) bodily injury, death or damage to personal property arising out of and relating to SELLER’s negligence in its performance under this AGREEMENT.

Seller’s Indemnification of Buyer. SELLER shallEffective from and after the Closing, subject to the limitations set forth this Section 13 and otherwise in addition to SELLER’s obligation to indemnify BUYERthis Agreement, Seller and its parentsuccessors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates Affiliates, and subsidiaries all of its and their respective agentsequity holders, partners, members, directors, officers, directors managers, employees, agents and employees representatives (collectively, the “BUYER INDEMNITEEBuyer Indemnified Parties”) by law, in equity or otherwise, at its own expense, at BUYER’s option defend, indemnify and hold harmless BUYER INDEMNITEE from and *Confidential Treatment Requested. against any and all third-party claims, allegationscauses of actions, demands, liabilities, obligationspayments, charges, finesinterest assessments, judgments, liabilities, losses, damages, penalties, interest, fines or costs and expenses, includingincluding any reasonable fees of attorneys, without limitationexperts, consultants, accountants and other professional representatives and reasonable legal feesor other expenses incurred in connection therewith and including liabilities, experts’ feescosts, losses and expenses and any amounts paid in settlement damages for personal injury, illness or death, property damage, contracts claims, torts or otherwise (collectively collectively, “CLAIMSLiabilities”)) arising out of, to the extent directly attributable to arising from resulting from, based on, associated with, or relating to any of the following: (i) SELLER’s any breach by Seller of any of its representations or inaccuracy in, any representation, warranty, or other obligation warranties set forth in this AGREEMENTAgreement, the Assignment, and/or the Seller’s Certificate; (ii) the gross negligence, bad faith, intentional any breach by Seller of any of its covenants or willful misconduct of SELLER agreements set forth in this Agreement; or subcontractors or their respective employees or other representatives; (iii) SELLER’s use of any subcontractors arising out of or relating the Specified Liabilities. Notwithstanding anything herein to SELLER’s performance under this AGREEMENT; or (iv) bodily injury, death or damage to personal property arising out of and relating to SELLER’s negligence in its performance under this AGREEMENT.the contrary:

Seller’s Indemnification of Buyer. SELLER shall, in addition to SELLER’s obligation to indemnify BUYER, its parent, its affiliates and subsidiaries and their respective agents, officers, directors and employees (“BUYER INDEMNITEE”) by law, in equity or otherwise, at its own expense, at BUYER’s option defend, indemnify and hold harmless BUYER INDEMNITEE from and *Confidential Treatment Requested. against all third-party claims, allegations, demands, liabilities, obligations, charges, fines, losses, damages, penalties, interest, costs and expenses, including, without limitation, reasonable legal fees, experts’ fees, and expenses and any amounts paid in settlement (collectively “CLAIMS”), to the extent directly attributable to arising from or relating to any of the following: (i) SELLER’s breach of of, or inaccuracy in, any representation, warranty, or other obligation set forth in this AGREEMENT; (ii) the gross negligence, bad faith, intentional or willful misconduct of SELLER or subcontractors or their respective employees or other representatives; (iii) SELLER’s use of any subcontractors arising out of or relating to SELLER’s performance under this AGREEMENT; or (iv) bodily injury, death or damage to personal property arising out of and relating to SELLER’s negligence in its performance under this AGREEMENT.