Common use of By Buyer Clause in Contracts

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. Subject to the terms and conditions of this Section 7Article 12, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their Company, its directors, officers, employees and Affiliates controlling persons, 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"”); or (c) all Claims of or against Company specifically assumed by Buyer pursuant hereto.

By Buyer. Subject to the terms and conditions of this Section 7Article 12, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their Company, its directors, officers, employees and Affiliates controlling persons, 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"); or (c) all Claims of or against Company specifically assumed by Buyer pursuant hereto.

By Buyer. Subject to the terms and conditions of this Section Article 7, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their Company, its directors, officers, employees and Affiliates controlling persons, 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")) and (c) claims relating to use or operations of the Purchased Assets or Business after Closing.

By Buyer. Subject to the limitations, terms and conditions of this Section 7Article 12, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their Sellers, its directors, officers, employees and Affiliates controlling persons, and each Member 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"”); or (c) all Claims of or against Sellers specifically assumed by Buyer pursuant hereto.

By Buyer. Subject to the terms and conditions of this Section 7SECTION 11, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder BG Persons 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. Subject to the terms and conditions of this Section Article 7, Buyer hereby agrees to indemnify, defend and hold harmless the Seller Seller, and Shareholder and their directorsits managers, members, officers, employees and Affiliates controlled and controlling persons (hereinafter “Seller’s Affiliates”), from and against all Claims asserted against, resulting to, imposed upon or incurred by any such personSeller or Seller’s Affiliates, directly or indirectly, by reason of, arising out 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")Agreement; or (b) the breach of any covenant or other agreement of Buyer contained in this Agreement (regardless of whether such breach is deemed "material")Agreement.

By Buyer. Subject to the terms and conditions of this Section Article 7, from and after the Closing, Buyer hereby agrees to indemnify, defend and hold harmless Member and the members of Member (collectively, the “Seller and Shareholder and their directors, officers, employees and Affiliates Indemnitees”) from and against all Claims asserted against, resulting to, imposed upon or incurred by any such personSeller Indemnitee, 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")Agreement; or (b) the breach of any covenant of Buyer contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material")Agreement.

By Buyer. Subject to the limitations, terms and conditions of this Section 7Article 12, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their Seller, its directors, officers, employees and Affiliates controlling persons 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"”); or (c) all Claims of or against Seller specifically assumed by Buyer pursuant hereto.

By Buyer. Subject to the terms and conditions of this Section Article 7, --------- Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their Company, its directors, officers, employees and Affiliates controlling persons, 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")) and (c) claims relating to use or operations of the Purchased Assets or Business after Closing .

By Buyer. Subject to the terms and conditions of this Section 7SECTION 11, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder Shareholders 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").