Common use of Seller's Right to Indemnification Clause in Contracts

Seller's Right to Indemnification. Purchaser undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Sellers and hold harmless Sellers, their representatives and agents (hereinafter referred to collectively as "Seller Indemnitees") from and against and in respect of any and all Claims incurred or suffered by a Seller Indemnitee after Closing arising from: (a) a breach, misrepresentation, or other violation of any of Purchaser's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to SECTION 13.8; (b) any claims of third parties with respect to the operation of the Company on or after the Closing Date; and (c) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate on any such claim from the date of incurrence by such Seller Indemnitee(s) to the date of reimbursement by Purchaser. The foregoing indemnity is intended by Purchaser to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.

Seller's Right to Indemnification. Purchaser undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Sellers and hold harmless Sellers, their representatives and agents (hereinafter referred to collectively as "Seller Indemnitees") from and against and in respect of any and all Claims incurred or suffered by a Seller Indemnitee after Closing arising from: ; (a) a breach, misrepresentation, or other violation of any of Purchaser's covenants, warranties or and representations contained in this Agreement excluding those that are to be indemnified pursuant to SECTION Section 13.8; (b) any claims of third parties with respect to the operation of the Company on or after the Closing Date; and (c) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate on any such claim from the date of incurrence by such Seller Indemnitee(s) to the date of reimbursement by Purchaser. The foregoing indemnity is intended by Purchaser to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.

Seller's Right to Indemnification. Purchaser Buyer undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Sellers Seller, and hold harmless SellersSeller, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Seller IndemniteesSELLER INDEMNITEES") from and against and in respect of any and all Claims losses, costs, liabilities, claims, obligations and expenses, including reasonable attorneys' fees, incurred or suffered by a Seller Indemnitee arising from (i) the claims of third parties with respect to the operation of the Business or ownership of the Assets after Closing arising from: Closing; (aii) a breach, misrepresentation, or other violation of any of PurchaserBuyer's covenants, warranties or representations contained in this Agreement excluding those that are Agreement; (iii) all liabilities under the Contracts to be indemnified the extent specifically assumed by Buyer pursuant to SECTION 13.8this Agreement; (biv) all liens, charges or encumbrances on any claims of third parties with respect to the operation of the Company on Assets which are expressly permitted by this Agreement or after the Closing Dateare consented to in writing by Buyer; and (cv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, incident to breach or default by Buyer under any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate on any such claim from the date of incurrence by such Seller Indemnitee(s) to the date of reimbursement by PurchaserContract after Closing. The foregoing indemnity is intended by Purchaser Buyer to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityindemnity set forth.