Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. The Buyer agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless Seller the Company, and respective officers, directors, affiliates, accountants, attorneys, agents, and other representatives from and against all damages, losses, costs and in respect of any loss, damage, deficiency, cost or expense expenses (including without limitation reasonable attorneys’ fees) resulting from which they may incur by reason of any breach by the Buyer of any representation, warranty, covenant, or agreement made by you in this Agreement in connection with the purchase of the representations, warranties, covenants or agreements of the Buyer contained in this AgreementAcquired Shares.

Indemnification by the Buyer. The Buyer agrees to indemnifyshall defend, defend indemnify and hold the Seller harmless Seller from and against all actual or potential claims, demands, liabilities, damages, losses, and in respect out of pocket expenses including reasonable attorneys fees whether or not reduced to judgment, order or award caused by or rising out of the breach of any loss, damage, deficiency, cost agreement or expense (including without limitation reasonable attorneys’ fees) resulting from any breach representation or warranty made by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.agreement, or in any exhibit, list, certificate, or document delivered by it pursuant hereto and Seller shall have the right to offset against any monies owed to Buyer

Indemnification by the Buyer. The Buyer hereby agrees to indemnify, defend and hold harmless indemnify the Seller against and in respect agrees to hold the Seller harmless from any and all damages, claims, losses, liabilities, fines, penalties and expenses (including reasonable legal fees) (a “Claim”) incurred or suffered by any of them arising out of any lossmisrepresentation or breach of warranty, damage, deficiency, cost covenant or expense (including without limitation reasonable attorneys’ fees) resulting from any breach agreement made or to be performed by the Buyer of pursuant to this Agreement or any of the representations, warranties, covenants or agreements of the Buyer contained in this AgreementTransaction Document.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless Seller against from all losses, liabilities, obligations, claims, lawsuits, judgments, costs and in respect of any loss, damage, deficiency, cost or expense expenses (including without limitation reasonable attorneys’ fees) resulting from arising from: (a) the Assumed Liabilities; (b) any material misrepresentations, breach of warranty or breach of covenant by it under this Agreement or its failure to perform any obligation required to be performed by it hereunder; (c) any operations of Buyer before or after the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this AgreementClosing.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless the Seller, and its directors, officers, employees, agents and representatives (collectively, the “Seller Indemnitees”), from and against any and in respect all Losses, directly arising out of or directly caused by any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements failure of the Buyer contained in this Agreementto observe or perform any covenant or obligation required to be observed or performed by it pursuant to the Assumed Obligations.

Indemnification by the Buyer. The Buyer agrees to shall indemnify, defend and hold Sellers harmless Seller from, against and in respect of, any and all claims, losses, damages, liabilities, expenses or costs, inducting reasonable attorneys' fees, costs and expenses of investigation and defense of claims, and penalties, interest and amounts paid in settlement incurred or to be incurred by Sellers by reason of, arising out of or related to any breach, inaccuracy, or nonfulfillment in or of any lossrepresentation, damagewarranty, deficiencycovenant, cost agreement or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer undertaking of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.

Indemnification by the Buyer. The Buyer agrees to indemnifypay and indemnify fully, defend and hold harmless Seller and defend the Seller, and its agents, directors, officers, partners, shareholders, employees, servants, consultants, representatives, successors and permitted assigns for, from and against any and all Damages resulting from, arising out of or in respect connection with any inaccuracy or any breach or any alleged breach or inaccuracy of any lossrepresentation, damagewarranty, deficiency, cost covenant or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by agreement on the Buyer of any of the representations, warranties, covenants or agreements part of the Buyer contained in this Agreement.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold the Seller harmless Seller from and against and in respect all Losses arising out of any loss, damage, deficiency, cost or expense relating to (including without limitation reasonable attorneys’ feesa) resulting from any breach by the Buyer of any or violation of the representations, warranties, covenants or agreements of the Buyer contained set forth in this Agreement, or (b) the Assumed Liabilities.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless the Seller and its Affiliates and their respective directors, officers and employees from, against and in with respect to any and all Losses arising out of or as a result of (i) any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements failure of the Buyer contained to perform or fulfill any of its covenants, agreements or other obligations in this AgreementAgreement and (ii) any claim of infringement relating to the Licensed Digitizer Technology attributable to the Buyer.

Indemnification by the Buyer. The Buyer agrees to shall indemnify, defend defend, reimburse and hold harmless each Seller Party and their affiliates ("SELLER INDEMNITEES") from and against any and all Losses incurred by such Seller Indemnitees, arising out of or in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from connection with any breach by the Buyer of any of the representationsBuyer's representation, warranties, covenants warranty or agreements of the Buyer covenant contained in this AgreementAgreement or Exhibit A or Exhibit B hereto.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend indemnify and hold the Seller (and its directors, officers and employees) harmless Seller against from and in with respect to any and all Losses arising out of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ feesa) resulting from any breach by the Buyer of any of the representationsrepresentation or warranty, warrantiescovenant, covenants obligation or agreements of undertaking made by the Buyer contained in this Agreement, or (b) the operation of the Cedarapids Business after the Closing Date.

Indemnification by the Buyer. The Buyer hereby agrees to indemnifydefend, defend indemnify and hold harmless Seller the Seller, its directors, officers, affiliates, successors and assigns, from and against any and in respect of any lossall claims, damagelosses, deficiencydamages, cost or expense liabilities, costs and expenses (including without limitation reasonable attorneys’ feeslegal fees and disbursements) resulting from from, consisting of or arising out of or in connection with any misrepresentation, breach by of representation or warranty or failure to perform any covenant or agreement of the Buyer of in this Agreement or in any of the representationsagreements, warranties, covenants schedules or agreements of the Buyer contained in this Agreementexhibits contemplated herein.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend indemnify and hold the Seller harmless Seller against from and in with respect of to any lossand all claims, damageliabilities, deficiencylosses, cost or expense (damages, costs and expenses, including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer fees and disbursements of counsel, related to or arising directly or indirectly out of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.following:

Indemnification by the Buyer. The (a) Buyer agrees to indemnify, defend indemnify and hold harmless the Seller from and against any and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach all Loss and Expense incurred by the Buyer Seller in the event that the Governmental Body initiates any actions against the Seller for any Tax owed by any of the Company for any tax liabilities of any of the representationsCompany incurred on and before June 30, warranties, covenants or agreements of the Buyer contained in this Agreement2010.

Indemnification by the Buyer. The Buyer agrees to indemnifyto, defend and shall, indemnify the Company, and its officers, directors, employees, representatives and agents, and the Shareholders, and hold harmless Seller each of them harmless, against and in respect of any and all damage, loss, damagedeficiency, deficiencyliability, obligation, commitment, cost or expense (including without limitation reasonable attorneys’ fees' fees and expenses) resulting from any breach by the Buyer of from, or in respect of, any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.following:

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless the Seller, and its directors, officers, employees, agents and representatives (collectively, the “Seller Indemnitees”), from and against any and in respect all Losses, directly arising out of or directly caused by any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements failure of the Buyer contained in this Agreementto observe or perform any covenant or obligation required to be observed or performed by it hereunder and pursuant to the Assumed Obligations.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold Seller harmless Seller from and against any and all liabilities incurred in respect connection with or arising out of any lossuntrue representation, damage, deficiency, cost breach of warranty or expense (including without limitation reasonable attorneys’ fees) resulting from nonfulfillment of any breach covenant by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreementherein.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend and hold the Seller and its Affiliates, officers, managers, employees or agents harmless from and against any and all Claims sustained by the Seller against and or any of its Affiliates based upon, arising out of or otherwise in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ feesi) resulting from any breach by the Buyer inaccuracy of any representation or warranty, or the breach of the representationsany covenant or agreement, warranties, covenants or agreements of the Buyer contained in this Agreement, or (ii) any of the Buyer Liabilities.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless Seller the Sellers from and against any and all Losses based upon, arising out of or otherwise in respect of: (i) any inaccuracies in or any breach of any lossrepresentation or warranty of the Buyer contained in Article 6, damage, deficiency, cost or expense and (including without limitation reasonable attorneys’ feesii) resulting from any breach by the Buyer of any of the representations, warranties, covenants covenant or agreements agreement of the Buyer contained in this AgreementAgreement (including any schedule attached hereto).

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless Seller the Sellers from and against any and all Losses based upon, arising out of or otherwise in respect of: (i) any inaccuracies in or any breach of any loss, damage, deficiency, cost representation or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements warranty of the Buyer contained in this AgreementAgreement (including those set out in any schedule or exhibit attached hereto), and (ii) any breach of any covenant or agreement of the Buyer contained in this Agreement (including those set out in any schedule or exhibit attached hereto).

Indemnification by the Buyer. The Buyer agrees to shall indemnify, defend defend, save and hold each of the Sellers and its Representatives (collectively, the “Seller Indemnitees”) harmless Seller from and against any and in respect all Damages which any of them may suffer, incur or sustain arising out of, attributable to, or resulting from (i) the Buyer’s breach of any loss, damage, deficiency, cost representation or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer warranty contained in this Agreement.; or (ii) the Buyer’s breach or nonfulfillment of any covenant or agreement made by Buyer in or pursuant to this Agreement

Indemnification by the Buyer. The Buyer agrees to indemnify, defend indemnify and hold harmless the Seller against from any and in respect all damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions) incurred by the Seller as a result of (i) the inaccuracy of any lossrepresentation or warranty contained in Section 4 hereof, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ feesii) resulting from any the breach by of the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreementprovision hereof.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend indemnify and hold harmless Seller the Sellers from and against any and in respect all losses suffered or incurred by the Sellers arising out of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any a breach by the Buyer of any of the representationsrepresentation, warranties, covenants warranty or agreements of covenant made by the Buyer contained in this Agreement.

Indemnification by the Buyer. The Buyer agrees to indemnifyindemnify the Seller with respect to any and all claims, defend losses, liabilities, costs, and hold harmless expenses (including attorneys' fees and reimbursable expenses) which may be reasonably incurred by the Seller against and in respect arising out of the inaccuracy of any loss, damage, deficiency, cost representations or expense (including without limitation reasonable attorneys’ fees) resulting from any breach of warranties of the Buyer or the breach by the Buyer of any of the representations, warranties, its covenants or agreements of the Buyer contained made in this AgreementAgreement or any document or instrument delivered by it in connection with the transactions contemplated hereby.

Indemnification by the Buyer. The Buyer agrees to indemnifyshall defend, defend indemnify and hold harmless the Seller and its Representatives (collectively, the “Seller’s Indemnitees”) from and against any and in respect all Losses resulting from, arising out of any loss, damage, deficiency, cost or expense relating to (including without limitation reasonable attorneys’ feesa) resulting from any breach of or inaccuracy in any representation or warranty made or deemed made by the Buyer of in or pursuant to this Agreement or in any of certificate furnished by the representations, warranties, covenants Buyer hereunder or agreements (b) any failure of the Buyer contained in this Agreementto perform any covenant or agreement hereunder.

Indemnification by the Buyer. The Buyer Buyer, by means of this document, agrees to defend, indemnify, defend and hold the Seller and its [successors] and assignees harmless Seller with respect to and against any costs, liabilities, and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) damages resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.from:

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless Seller the Company, and respective officers, directors, affiliates, accountants, attorneys, agents, and other representatives from and against all damages, losses, costs and in respect of any loss, damage, deficiency, cost or expense expenses (including without limitation reasonable attorneys’ fees) resulting from which they may incur by reason of any breach by the Buyer of any representation, warranty, covenant, or agreement made by you in this Agreement in connection with the purchase of the representations, warranties, covenants or agreements Acquired Shares and the acquisition of the Buyer contained in this AgreementBuyer’s Project Interest.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend shall indemnify and hold harmless Seller against from all losses, liabilities, obligations, claims, lawsuits, judgments, costs and in respect of any loss, damage, deficiency, cost or expense expenses (including without limitation reasonable attorneys’ fees) resulting from arising from: (a) the Assumed Liabilities; (b) any material misrepresentations, breach of warranty or breach of covenant by it under this Agreement or its failure to perform any obligation required to be performed by it hereunder; (c) any operations of Buyer and/or Parent before or after the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this AgreementClosing.

Indemnification by the Buyer. The Buyer agrees to indemnify, defend indemnify and hold harmless the Seller, and its successors and assigns, from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorney’s fees, charges and disbursements) incurred by the Seller against and in respect as a result of any loss, damage, deficiency, cost inaccuracy in or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, warranties or covenants or agreements of made by the Buyer contained in this Agreementherein.