By Buyer. Subject to the terms and conditions of this Section 7, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their directors, officers, employees and Affiliates from and against all Claims asserted against, resulting to, imposed upon or incurred by any such person, directly or indirectly, by reason of or resulting from (a) the inaccuracy or breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of Buyer contained in this Agreement (regardless of whether such breach is deemed "material").
By Buyer. Buyer agrees that, on and after the date hereof, it shall indemnify and save and hold harmless Seller from and against any and all damages incurred in connection with or arising out of or resulting from (1) any material breach of any covenant or warranty, or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement; (2) any liability, obligation or commitment of Buyer relating in any way to the Purchased Assets or Assumed Liabilities; or (3) any claim, liability, obligation or commitment of any nature which is specifically assumed by Buyer pursuant to this Agreement.
By Buyer. From and after the Effective Time and subject to -------- the limitations set forth in Section 9.3(e)(iii), Buyer shall indemnify, save and hold harmless Seller and its Affiliates, and their respective Representatives, from and against any and all Damages caused by, arising out of, resulting from or incurred in connection with (i) any misrepresentation or breach of any representation or warranty by Buyer in this Agreement, (ii) the non-fulfillment of any covenant or agreement made by Buyer in or pursuant to this Agreement, (iii) any of the Assumed Liabilities and (iv) the ownership of the Assets from and after the Effective Time to the extent such Damages arise out of transactions, events or inaction of Buyer occurring on or after the Effective Time.
By Buyer. From and after the Closing, Buyer shall indemnify and hold Seller harmless from and be liable to Seller for, any and all damages, liabilities, costs and expenses (collectively “Losses”) sustained by Seller (including, without limitation, all reasonable legal fees and costs), resulting from or attributable to (a) Buyer’s ownership, use, maintenance and operation of the Property on and after the Closing Date and (b) all accounts payable, operating expenses, costs and other charges incurred for periods on and after the Closing Date.
By Buyer. Buyer shall indemnify, save and hold harmless Sellers and their Representatives from and against any and all Damages incurred in connection with or arising out of or resulting from any breach of any covenant or warranty, or the inaccuracy of any representation, made by Buyer in or pursuant to this Agreement.
By Buyer. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.