Indemnification by Purchaser Clause Samples

Indemnification by Purchaser. Purchaser agrees to indemnify and to hold each Seller Group Member harmless for, from and against any and all Losses incurred by such Seller Group Member arising from or relating to, directly or indirectly: 9.2.1 any breach by Purchaser of any of its representations, warranties, covenants, obligations or agreements in this Agreement or in any other Operative Agreement; 9.2.2 any Assumed Obligation; 9.2.3 any liability or obligation of or related to Apache, except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.4 any and all liability and defense costs arising out of or relating to any claim for COBRA continuation coverage by any M&A Qualified Beneficiary; 9.2.5 (i) any liability incurred by Seller pursuant to its being secondarily liable for withdrawal liability under the Multiemployer Plan and (ii) any withdrawal liability assessed against Seller by the Multiemployer Plan as a result of the transactions contemplated by this Agreement; 9.2.6 any Tax Claim of Seller with respect to any Post-Closing Period; 9.2.7 all liabilities arising from the operation of the Newsprint Assets or the Newsprint Business on or after the Closing Date except liabilities for which Purchaser is indemnified hereunder or Seller has otherwise agreed to pay under the terms of this Agreement or otherwise; 9.2.8 any liability arising from any action by Purchaser or its counsel, environmental consultants, investment bankers, financial sources, lenders, accountants and other representatives (A) pursuant to any sampling or testing conducted pursuant to the final sentence of Section 5.12(a) or (B) with respect to any matter described in Section 9.1.2, to the extent that Seller does not have an indemnity obligation to Purchaser hereunder; 9.2.9 the failure of Purchaser to timely pay the Termination Fee; and 9.2.10 the failure of Purchaser to obtain the unconditional and irrevocable release of Seller and its Affiliates as set forth in Section 2.3.7.

Indemnification by Purchaser. To the extent set forth in this Section 8.2, Purchaser agrees to indemnify and hold harmless Reliant and Reliant’s Affiliates and their respective parents, Affiliates, subsidiaries, officers, directors, employees, agents, assignees, and successors (collectively, “Reliant Indemnified Parties”), at all times from and against and in respect of Losses which any Reliant Indemnified Party may suffer or incur, either directly or in connection with a third party claim, to the extent arising out of or based upon: (a) any breach of any of the representations or warranties of Purchaser set forth in this Agreement or any of the Other Agreements; (b) any breach of any of the covenants or agreements of Purchaser set forth in this Agreement or any of the Other Agreements; (c) any Assumed Liability; (d) Purchaser’s conduct of the Product Line Operations from and after the Closing Date; (e) Purchaser’s ownership of the Product and Registrations from and after the Closing Date; or (f) Purchaser’s or any of Purchaser’s Affiliate’s ownership or commercialization of the Acquired Assets, the Product and/or any Additional Products on or after the Closing Date; provided, however, that Purchaser shall not be required to indemnify any Reliant Indemnified Party to the extent any Losses arising out of or result from the (a) the negligence, recklessness or willful misconduct of any Reliant Indemnified Party including, but not limited to, off-label promotion of the Product or promotion of the Product in a manner inconsistent with the Registrations and/or any applicable Laws or (B) any material breach of this Agreement by Reliant.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this ...

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X and except with respect to indemnification for Taxes, effective at and after the Closing Date, Purchaser and the members of the Education Group shall jointly and severally indemnify, defend and hold harmless, to the fullest extent permitted by law, Sellers and its respective Affiliates, and their respective managers, officers, directors, employees, advisors (including legal, financial and accounting advisors), representatives, agents and their respective successors and assigns successors and assigns (collectively, the “Sellers Indemnified Parties”), from and against any and all Losses incurred or suffered by any of Sellers Indemnified Parties to the extent based upon, arising by reason of or resulting from (i) any breach of any representation or warranty of Purchaser contained in Article IV of this Agreement without regard to any materiality, material adverse effect or similar materiality qualifications set forth in such representations and warranties or any defined term contained therein, but, for avoidance of doubt, knowledge qualifications and dollar thresholds shall not be disregarded; (ii) any breach of any covenant or agreement of Purchaser that is contained in this Agreement or in any Ancillary Agreement delivered with respect hereto; and (iii) any Action with respect to any Liability that is not indemnified by Parent under Section 10.2(a), whether known or unknown, contingent or accrued, that names a member of the Parent Group as a defendant but that should have been brought against a member of the Education Group by virtue of such member’s ownership interest in the Business or the assumption of such Liability. (b) Notwithstanding any other provision to the contrary, Purchaser shall not be required to indemnify, defend or hold harmless any Sellers Indemnified Party against, or reimburse any Sellers Indemnified Party for, any Losses pursuant to Section 10.3(a)(i), (i) unless such claim or series of related claims, involves Losses in excess of the De Minimis Amount, it being understood that if such Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Sellers Indemnified Parties’ Losses under this Section 10.3; (ii) until the aggregate amount of Sellers Indemnified Parties’ Losses under Section 10.3(a)(i) exceeds the Deductible, it being understood that if such Losses exceed the Deductible, Purchaser shall be obl...

Indemnification by Purchaser. Purchaser shall indemnify Seller and its officers, directors, shareholders, employees, agents and representatives against, and agrees to hold them harmless from, any Losses, as incurred (payable promptly upon written request), for or on account of, or arising from or in connection with or otherwise with respect of: (a) any breach of any representation, warranty of Purchaser contained in this Agreement; or (b) any breach of any covenant of Purchaser contained in this Agreement.

Indemnification by Purchaser. Following the Closing and subject to Sections 11.3 and 11.4, Purchaser (and Purchaser’s permitted assignees to whom any rights of Purchaser are assigned pursuant to Section 9.1 hereof) shall indemnify and hold Seller, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Seller-Related Entities”) harmless from any and all Losses arising out of, or in any way relating to, (a) any breach of any representation or warranty by Purchaser contained in this Agreement or in any Closing Document, and (b) any breach of any covenant of Purchaser contained in this Agreement which survives the Closing or in any Closing Documents.

Indemnification by Purchaser. Subject to Sections 8.5 and 8.6, Purchaser shall defend, hold harmless and indemnify each of Seller Indemnitees from and against, and shall reimburse each of Seller Indemnitees for, any Damages which are suffered or incurred by any of Seller Indemnitees or to which any of Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and which arise from or as a result of any of the following: (a) any Breach of any representation or warranty made by Purchaser in Section 3 or elsewhere of this Agreement; (b) any Breach of any covenant or obligation by Purchaser in this Agreement or in any certificate, covenant, writing or instrument delivered by Purchaser pursuant to this Agreement; (c) any Assumed Liabilities; or (d) to the extent not covered by Seller’s indemnity obligations under Section 8.2, Purchaser’s use of the Purchased Assets subsequent to the Effective Date, including, without limitation, (i) Purchaser’s distribution, marketing or sale of the Product, including any rebates, discounts, returns, recalls or allowances attributable to sales of the Product subsequent to the Effective Date (and not attributable to Seller’s actions or inactions prior to the Effective Date) and (ii) any Third Party Claim on account of claims arising subsequent to the Effective Date, including any regulatory action, proceeding, inquiry or investigation of or pertaining to the Product or Purchaser’s business operations (and not attributable to Seller’s actions or inactions prior to the Effective Date).

Indemnification by Purchaser. Subject to the limitations set forth in this Article X, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Damages incurred or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting from, in connection with or arising out of: (a) any breach of, or inaccuracy in, any representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; (b) any breach of, or failure to perform, any covenant or agreement of Purchaser, including Liabilities contained in this Agreement or any Ancillary Agreement; (c) any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified Parties.