Common use of By the Purchaser Clause in Contracts

By the Purchaser. From and after the Closing, the Purchaser agrees to indemnify and hold harmless each Seller, each Non-Company Affiliate and each director, officer or employee of any of the foregoing (collectively, "SELLER INDEMNITEES") from and against any Damages incurred or sustained by Seller Indemnitees as a result of (i) the breach by the Purchaser of any covenant, representation or warranty set forth in this Agreement, (ii) any liability arising from the Marsxxxx Xxxe after the Closing Date and (iii) any liability or obligation of any Seller or any Non-Company Affiliate for any obligation or liability of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of either Company or any of its subsidiaries, provided that the foregoing shall not apply to any Seller in respect of any items that such Seller has expressly agreed to pay or perform or any Damages to the extent the Purchaser is entitled to indemnification therefor pursuant to Section 7.2.1, provided, further, that there shall not be any duplicative payments or indemnities by the Purchaser. The amount of any Damages incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery from any insurer or other party liable for such Damages, and the Sellers, on behalf of the Seller Indemnitees, shall use reasonable efforts to effect any such recovery.

By the Purchaser. From Subject to the provisions of this Article X relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, the Purchaser agrees to indemnify indemnify, defend and hold harmless each Sellerthe Seller and its Affiliates, each Non-Company Affiliate and each directortheir officers, officer directors, partners, employees, agents, representatives, successors and assigns (“Seller Indemnitees”) against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including, without limitation, losses resulting from the defense, settlement or employee compromise of a claim or demand or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (hereafter individually a “Loss” and collectively “Losses”) incurred by any of the foregoing (collectively, "SELLER INDEMNITEES") from and against any Damages incurred or sustained by Seller Indemnitees as a result (after deduction of the amount of any insurance proceeds recoverable and any net Tax Benefit) and arising out of or relating to: (i) the any breach of any representation or warranty made by the Purchaser of any covenant, representation or warranty set forth in this AgreementAgreement or any other Transaction Document, (ii) any liability arising from breach of any covenant, agreement or other obligation of the Marsxxxx Xxxe after the Closing Date and Purchaser contained in this Agreement or any other Transaction Document, (iii) any liability or obligation of any Seller or any Non-claim for Taxes attributable to the Project Company Affiliate for any obligation or liability of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or periods ending after the Closing Date, of either Company or any of its subsidiaries, provided that (iv) the foregoing shall not apply to any Seller in respect Purchaser’s share of any items that such Transfer Taxes and Property Taxes determined under Article IX of this Agreement, (v) any Liability of Progress Energy under the PGN Guaranties arising from and after the Closing, and (vi) any Liability of the Project Company from and after the Closing other than those liabilities for which the Seller has expressly agreed to pay or perform or any Damages to the extent indemnify the Purchaser is entitled to indemnification therefor pursuant to Section 7.2.1, provided, further, that there shall not be any duplicative payments or indemnities by the Purchaser. The amount 10.6(c) of any Damages incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery from any insurer or other party liable for such Damages, and the Sellers, on behalf of the Seller Indemnitees, shall use reasonable efforts to effect any such recoverythis Agreement.

By the Purchaser. From and after the Closing, the Purchaser agrees to indemnify and hold harmless each Sellerthe Sellers, each Non-Company Affiliate Nutcracker, Dr. Xxxxxxx Bahlsen, Hubertus Bahlsen, and each stockholder, partner, beneficiary, director, officer officer, employee, agent or employee representative of any of the foregoing (collectively, "SELLER INDEMNITEES") from and against any Damages Losses incurred or sustained by Seller Indemnitees as a result of (ia) the breach by the Purchaser of any covenant, representation or warranty set forth in this AgreementAgreement (including, (iiwithout limitation, any Swiss Taxes that would not have been imposed but for any breach of the covenant set forth in Section 4.8) any liability arising from the Marsxxxx Xxxe after the Closing Date and (iiib) any liability or obligation of any Seller or any Non-Company Affiliate for any obligation or liability of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of either Company or any of its the Companies or their subsidiaries, provided that the foregoing shall not apply to any Seller in respect of any items that such Seller has expressly agreed to pay or perform or any Damages to the extent other than Losses against which the Purchaser is entitled to indemnification therefor indemnified pursuant to Section 7.2.1; and PROVIDED, provided, furtherFURTHER, that there shall not be any duplicative payments or indemnities by the Purchaser. The rights of the Seller Indemnitees to indemnification under this Section 7 shall be limited as follows: The amount of any Damages Losses incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees actually recover (after deducting all attorneys' fees, expenses and other costs of recovery recovery) from any insurer or other party liable for such DamagesLosses, and the SellersSeller, on behalf of the Seller Indemnitees, shall use commercially reasonable efforts to effect any such recovery.

By the Purchaser. From Subject to the provisions of this Article X relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, the Purchaser agrees to indemnify indemnify, defend and hold harmless each Sellerthe Seller and its Affiliates, each Non-Company Affiliate and each directortheir officers, officer directors, partners, employees, agents, representatives, successors and assigns (“Seller Indemnitees”) against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including, without limitation, losses resulting from the defense, settlement or employee compromise of a claim or demand or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (hereafter individually a “Loss” and collectively “Losses”) incurred by any of the foregoing (collectively, "SELLER INDEMNITEES") from and against any Damages incurred or sustained by Seller Indemnitees as a result (after deduction of the amount of any insurance proceeds recoverable and any net Tax Benefit) and arising out of or relating to: (i) the any breach of any representation or warranty made by the Purchaser of any covenant, representation or warranty set forth in this AgreementAgreement or any other Transaction Document, (ii) any liability arising from breach of any covenant, agreement or other obligation of the Marsxxxx Xxxe after the Closing Date and Purchaser contained in this Agreement or any other Transaction Document, (iii) any liability or obligation of any Seller or any Non-claim for Taxes attributable to the Project Company Affiliate for any obligation or liability of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or periods ending after the Closing Date, of either Company or any of its subsidiaries, provided that (iv) the foregoing shall not apply to any Seller in respect Purchaser’s share of any items that such Transfer Taxes and Property Taxes determined under Article IX of this Agreement, (v) any Liability of Progress Energy under the PGN Guaranties arising from and after the Closing and (vi) any Liability of the Project Company from and after the Closing other than those liabilities for which the Seller has expressly agreed to pay or perform or any Damages to the extent indemnify the Purchaser is entitled to indemnification therefor pursuant to Section 7.2.1, provided, further, that there shall not be any duplicative payments or indemnities by the Purchaser. The amount 10.6(c) of any Damages incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery from any insurer or other party liable for such Damages, and the Sellers, on behalf of the Seller Indemnitees, shall use reasonable efforts to effect any such recoverythis Agreement.