Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend and hold harmless Buyer and its affiliates and their respective stockholders, officers, directors, employees, affiliates, agents and representatives (collectively, the “Buyer Indemnified Parties”), from and against all Losses arising out of, resulting from, related to or associated with (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.

Indemnification by Seller. From and after the Closing, Seller shall indemnifydefend, defend indemnify and hold harmless Buyer and Purchaser, its affiliates Affiliates and their respective stockholders, officers, directors, employees, affiliatesagents, agents officers and representatives directors (collectively, the “Buyer Indemnified PartiesPurchaser Indemnitees”), from and against all Losses arising out of, resulting from, related to or associated with (i) any and all losses, liabilities, obligations, claims, fees (including, without limitation, reasonable documented attorneys’ fees and documented fees of other professionals), expenses and lawsuits (“Losses”) suffered or incurred by any Purchaser Indemnitee to the extent arising from or relating to any of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.following:

Indemnification by Seller. (a) From and after the Closing, Seller shall indemnify, defend and hold harmless Buyer indemnify Purchaser and its affiliates and each of their respective stockholders, officers, directors, employees, affiliatesstockholders, agents agents, and representatives against, and hold them harmless from, any loss, liability, claim, damage, or expense (collectively, the including reasonable legal fees and expenses) (“Buyer Indemnified PartiesLosses”), from and against all Losses arising out of, resulting from, related to or associated with as incurred (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(apayable promptly upon written request), 4.2(b), 4.4 or 4.5.to the extent arising from:

Indemnification by Seller. From and after Closing, and subject to the Closinglimitations set forth below, Seller shall indemnify, defend indemnify and hold harmless Buyer and its affiliates Affiliates, and their respective stockholders, officers, officers and directors, employees, affiliates, agents and representatives (collectively, the “Buyer Indemnified Parties”), from and against any and all Losses arising out of, of or resulting from, related to or associated with (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend defend, and hold harmless Buyer Buyer, Tenant, and its affiliates and each of their respective stockholders, officers, directors, employees, affiliatesAffiliates, agents successors and representatives (collectively, the “Buyer Indemnified Parties”), assigns from and against all Losses against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of, of or resulting from, related to or associated with (i) from any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.following:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend indemnify and hold harmless Buyer and its affiliates Affiliates, and their respective stockholders, officers, officers and directors, employees, affiliatesagents, agents and representatives representatives, and any Person claiming by or through any of them, as the case may be (collectivelyeach, the a “Buyer Indemnified PartiesIndemnitee”), from and against any and all Losses arising out of, of or resulting from, related to or associated with (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend defend, and hold harmless Buyer Buyer, Tenant and its affiliates and each of their respective stockholders, officers, directors, employees, affiliatesagents, agents representatives, Affiliates, successors and representatives (collectively, the “Buyer Indemnified Parties”), assigns from and against all Losses against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of, of or resulting from, related to or associated with (i) from any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.following:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend indemnify and hold harmless Buyer and its affiliates and their respective stockholdersdirectors, officers, directorsemployees and attorneys, employeescontractors, affiliatessubcontractors, insurers, and agents and representatives (collectively, the “Buyer Indemnified PartiesIndemnitees”), ) harmless from and against any and all Losses claims, actions, causes of action, liabilities, damages, costs or expenses (including without limitation court costs and consultants and attorneys fees) (individually a “Buyer’s Indemnified Claim” and collectively “Buyer’s Indemnified Claims”) arising out of, resulting from, related to or associated with (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend indemnify and hold harmless Buyer and its affiliates and their respective stockholdersAffiliates, shareholders, members, officers, directors, employees, affiliatesmanagers, agents and representatives (collectivelyrepresentatives, and any Person claiming by or through any of them, as the “Buyer Indemnified Parties”)case may be, from and against all Losses arising out of, resulting from, related to or associated with (i) any and all Losses, with respect to the Assets owned, controlled, or claimed by Seller, arising out of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.resulting from:

Indemnification by Seller. From Subject to Section 12.4 and Section 12.6, from and after the ClosingClosing Date, Seller shall indemnify, defend and hold harmless Buyer, each Affiliate of Buyer (including after the Closing, the Acquired Companies) and its affiliates and each of their respective stockholders, officers, directors, employees, affiliates, agents and representatives Representatives (collectively, the “Buyer Indemnified PartiesGroup”), ) from and against against, and pay or reimburse, as the case may be, the Buyer Group for, any and all Losses Damages actually incurred by any member of the Buyer Group (including after the Closing, the Acquired Companies) based upon or arising out of, resulting from, related to or associated with (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend defend, and hold harmless Buyer and its affiliates and their respective stockholders, officers, directors, employees, affiliatesagents, agents representatives, Affiliates, successors and representatives (collectively, the “Buyer Indemnified Parties”), assigns from and against all Losses against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of, of or resulting from, related to or associated with (i) from any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.following:

Indemnification by Seller. From and after the Closing, Seller shall indemnifyreimburse, indemnify and defend and hold harmless Buyer and its affiliates Purchaser, Purchaser’s Affiliates, and their respective stockholders, officers, directors, employeesemployees and agents in respect of, affiliates, agents and representatives (collectively, the “Buyer Indemnified Parties”), hold each of them harmless from and against against, any and all Losses arising out ofsuffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, related to arising out of or associated with (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.relating to:

Indemnification by Seller. From (i) Subject to Sections 9.b(ii) and 9.h, from and after the ClosingClosing Date, Seller shall indemnifyindemnify and defend Buyer, defend its respective Affiliates and hold harmless Buyer and its affiliates and each of their respective stockholders, officersRepresentatives, directors, employees, affiliates, agents successors and representatives permitted assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”)) against, from and against all Losses arising out of, resulting hold them harmless to the fullest extent permitted by Law from, related to or associated with (i) any and all of Losses sustained or incurred by any Buyer Indemnitee, to the Excluded Liabilities extent arising from, in connection with or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.otherwise with respect to:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend indemnify and hold harmless Buyer and its affiliates and Buyer, the Company, the Company Subsidiaries and/or their respective stockholdersshareholders, directors, officers, directors, employees, affiliatesagents, agents and representatives (collectively, the “Buyer Indemnified Parties”), successors and/or assigns harmless from and against all Losses arising out of, resulting from, related to or associated with (i) any and all Losses in excess of the Excluded Liabilities amount, if any, reserved or deducted for a particular matter in the Closing Price Documents (iiincluding any costs of environmental remedies or cleanup) breach suffered or incurred by any of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 them which result from or 4.5.arise out of:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend indemnify and hold harmless Buyer and its affiliates and Affiliates, each of their respective stockholdersmembers, shareholders, managers, directors, officers, directorsemployees and agents, employeesand each of the heirs, affiliatesexecutors, agents successors and representatives assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”), ) from and against all Losses arising out of, resulting from, related to or associated with (i) any and all Losses incurred by or asserted against any of the Excluded Liabilities Buyer Indemnified Parties in connection with or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.arising from:

Indemnification by Seller. From (i) Subject to Sections 9.b.(ii) and 9.h, from and after the ClosingClosing Date, Seller shall indemnifyindemnify and defend Buyer, defend its respective Affiliates and hold harmless Buyer and its affiliates and each of their respective stockholders, officersRepresentatives, directors, employees, affiliates, agents successors and representatives permitted assigns (collectively, the “Buyer Indemnified PartiesIndemnitees”)) against, from and against all Losses arising out of, resulting hold them harmless to the fullest extent permitted by Law from, related to or associated with (i) any and all of Losses sustained or incurred by any Buyer Indemnitee, to the Excluded Liabilities extent arising from, in connection with or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.otherwise with respect to:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend and hold harmless Buyer and its affiliates and their respective stockholders, members, managers, officers, directors, employees, affiliates, agents and representatives (collectively, the “Buyer Indemnified Parties”), from and against all Losses arising out of, resulting from, related to or associated with (i) any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend defend, and hold harmless Buyer Purchaser and its affiliates and each of their respective stockholders, officers, directors, employees, affiliatesAffiliates, agents successors and representatives (collectively, the “Buyer Indemnified Parties”), assigns from and against all Losses against, and pay or reimburse each of them for and with respect to, any Indemnification Loss relating to, arising out of, of or resulting from, related to or associated with (i) from any and all of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.following:

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend indemnify and hold harmless Buyer and Purchaser, its affiliates (including the Company and the Company Subsidiary) and each of their respective stockholders, officers, directors, employees, affiliatesstockholders, agents and representatives (collectively, the “Buyer Purchaser’s Indemnified PartiesPersons”), ) from and against all Losses arising out ofagainst, resulting fromand shall reimburse Purchaser’s Indemnified Persons for, related to or associated with (i) any and all Losses directly arising out of the Excluded Liabilities or (ii) breach of the representations and warranties of Seller contained in Sections 4.2(a), 4.2(b), 4.4 or 4.5.based upon: