Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. The Purchaser 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 Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend and hold harmless the 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 Purchaser of any of the representations, warranties, covenants or agreements of the Purchaser contained in this Agreement.

Indemnification by the Purchaser. The Purchaser 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 Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this AgreementSPA.

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

Indemnification by the Purchaser. (a) The Purchaser agrees to indemnify, defend indemnify and hold harmless the Sellers from and against any and all Damages suffered, paid or incurred by any Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from or caused by or arising out of: (i) any breach by Purchaser of any of the representations, warranties, covenants representations and warranties made by the Purchaser in this Agreement or agreements any certificate delivered hereunder and (ii) any failure by the Purchaser to perform any covenant or agreement of the Purchaser contained in this Agreement.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend shall indemnify and hold the Vendor harmless Seller against and in respect of any lossLoss which the Vendor may incur, damagesuffer or be required to pay, deficiencypursuant to any claim that may be made or asserted against or affect the Vendor, cost where such claim reveals, or expense (including without limitation reasonable attorneys’ fees) resulting from where such Losses directly or indirectly arise in connection with any misrepresentation or breach by Purchaser of any representation, warranty, agreement, covenant or obligation of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend shall indemnify and hold Seller harmless Seller against and in respect of from any loss, damage, deficiency, cost liability or expense (including including, without limitation limitation, reasonable expenses of investigation and reasonable attorneys’ fees' fees and expenses) in connection with any action, suit or proceeding brought against Seller incurred or suffered by Seller and arising out of or resulting from any breach by Purchaser of any of representation, warranty, or covenant made by the representations, warranties, covenants or agreements of Purchaser contained in this Agreementhereunder.

Indemnification by the Purchaser. The Without limiting any other rights or remedies available to Seller, the Purchaser agrees to will indemnify, defend and hold harmless Seller and its Affiliates from, against and with respect to any Losses arising out of or in respect of any lossmanner incident, damage, deficiency, cost relating or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.attributable to:

Indemnification by the Purchaser. The Purchaser agrees to indemnifyindemnify and save harmless each of the Vendors from and against any and all losses, defend debts, obligations, liabilities, expenses, costs and hold harmless Seller against and in respect damages (including reasonable legal fees) (collectively, the “Damages”) suffered or incurred by the Vendors as a result of any lossbreach of, damageor untruth of, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representationscovenants, warranties, covenants warranties or agreements of Purchaser representations contained in section 3.2 and 4.2 of this Agreement.

Indemnification by the Purchaser. The Purchaser -------------------------------- agrees to indemnifydefend, defend indemnify and hold the Seller harmless Seller from and against any and in respect all losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees, penalties and interest) payable to or for the benefit of, or asserted by, any party, resulting from, arising out of, or incurred as a result of the breach of any lossrepresentation, damage, deficiency, cost warranty or expense (including without limitation reasonable attorneys’ fees) resulting from any breach covenant made by the Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreementherein.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, reimburse, defend and hold harmless the Seller and its Affiliates, agents, successors and assigns, from and against any and all Damages, incurred in respect connection with, arising out of, resulting from or incident to any breach of any losscovenant, damagerepresentation, deficiency, cost warranty or expense (including without limitation reasonable attorneys’ fees) resulting from any breach agreement made by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement or any Ancillary Agreement, or any certificate delivered pursuant thereto.

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnifydefend, defend indemnify and hold harmless Seller any Shareholder from and against any and all Losses, arising out of or in respect connection with any (i) breach of representation or warranty or any lossmisrepresentation made by the Purchaser in this Agreement or in any other Transaction Document; or (ii) breach of covenant, damage, deficiency, cost agreement or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any undertaking of the representations, warranties, covenants or agreements of Purchaser contained in this AgreementAgreement or in any other Transaction Document.

Indemnification by the Purchaser. The Purchaser shall indemnify the Seller, its Affiliates, and its and their respective officers, directors, employees, shareholders, agents and representatives against, and agrees to indemnifyhold them harmless from, defend and hold harmless Seller against and any Losses, as incurred (payable promptly upon written request), to the extent arising from or in connection with or otherwise with respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.to:

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

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend shall indemnify and hold harmless Seller the Sellers from and against any losses, damages, liabilities, obligations, claims, judgments, costs and in respect of any loss, damage, deficiency, cost or expense (expenses including without limitation reasonable attorneys’ fees) fees incurred by the Sellers by reason of or resulting from any a breach by Purchaser of or inaccuracy in the Purchaser’s representations and warranties contained in Section 4.1 of this Agreement or from a breach of any of the representations, warranties, Purchaser’s covenants or agreements of Purchaser contained in this Agreement.

Indemnification by the Purchaser. The Purchaser agrees to shall indemnify, defend and hold harmless on an after-tax basis the Seller from and against any and in respect of any lossall claims, damagelosses, deficiency, cost damages or expense (including without limitation reasonable attorneys’ fees) resulting from any breach liabilities incurred by Purchaser the Seller as a result of any of the representations, warranties, covenants or agreements of Purchaser Purchaser's representations and warranties contained in this AgreementAgreement being false in any material respect.

Indemnification by the Purchaser. The Purchaser --------------------------------- agrees to indemnifydefend, defend indemnify and hold the Seller harmless Seller from and against any and in respect all losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees, penalties and interest) payable to or for the benefit of, or asserted by, any party, resulting from, arising out of, or incurred as a result of the breach of any lossrepresentation, damage, deficiency, cost warranty or expense (including without limitation reasonable attorneys’ fees) resulting from any breach covenant made by the Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreementherein.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend indemnify the Sellers against and hold each Seller harmless Seller against from and in respect of any loss, damage, deficiency, cost and all Losses which may be incurred by virtue of or expense result from (including without limitation reasonable attorneys’ feesa) resulting from any the inaccuracy in or breach by Purchaser of any representation, warranty, covenant or agreement made by or on behalf of the representations, warranties, covenants or agreements of Purchaser contained in this AgreementAgreement or in any document or instrument delivered at the Closing pursuant hereto (b) the conduct of the Company and the Subsidiaries after the Closing or (c) enforcing the indemnification provided for hereunder.

Indemnification by the Purchaser. The Purchaser agrees to will indemnify, defend defend, and hold harmless the Seller from, against and with respect to any Damages, arising out of: (a) any inaccuracy in respect of any loss, damage, deficiency, cost representation or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any warranty of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement; (b) any failure by the Purchaser to perform or observe, or to have performed or observed, in full any covenant, agreement, or condition to be performed or observed by it under this Agreement; (c) any Assumed Liability; and (d) any unpaid transaction expenses of the Purchaser.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend shall indemnify and hold the Seller harmless Seller against and in respect of any lossand all claims, damagelosses, deficiencydamages, cost liabilities and expenses, including, without limitation, settlement costs and any legal, accounting or expense (including without limitation reasonable attorneys’ fees) resulting from other expenses for investigating or defending any breach actions or threatened action, reasonably incurred by Purchaser of any the Seller in connection with each and all of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.following:

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend shall indemnify the Seller and hold it harmless Seller against any losses, damages, penalties, fines, forfeitures, reasonable and in respect of any lossnecessary legal fees and related costs, damagejudgments, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser Purchaser’s representations and warranties contained in this AgreementSection 7.05 above.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend will indemnify and hold harmless Seller against the Sellers from and in respect of against, and will pay and reimburse them for, any lossand all Losses incurred or suffered by the Sellers directly or indirectly arising out of, damage, deficiency, cost relating to or expense (including without limitation reasonable attorneys’ fees) resulting from any nonperformance or other breach by Purchaser of any covenant or agreement of the representations, warranties, covenants or agreements of Purchaser contained in this Agreementagreement or any Transaction Document.

Indemnification by the Purchaser. The Subject to the terms and conditions hereof, the Purchaser agrees to shall indemnify, defend reimburse and hold harmless the Seller from and against all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, civil and in respect of criminal proceedings, penalties, fines, and other sanctions, and any lossattorneys fees and other reasonable costs or expenses, damage, deficiency, cost arising from or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.related to:

Indemnification by the Purchaser. The Purchaser agrees to indemnifyindemnify and save harmless the Vendor from and against any and all losses, defend debts, obligations, liabilities, expenses, costs and hold harmless Seller against and in respect damages (including reasonable legal fees) (collectively, the “Damages”) suffered or incurred by the Vendor as a result of any lossbreach of, damageor untruth of, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representationscovenants, warranties, covenants warranties or agreements of Purchaser representations contained in section 3.2 and 4.2 of this Agreement.

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend shall indemnify and hold harmless the Seller from and against any direct and in respect actual Loss or damage that the Seller has suffered as a direct consequence (conseguenza immediata e diretta) of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any a breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this AgreementPurchaser’s Representations and Warranties.

Indemnification by the Purchaser. The Purchaser hereby agrees to indemnify, defend and hold harmless the Seller from and against any and all losses, damages, and expenses against the Seller, including reasonable legal fees, in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any connection with the breach by the Purchaser of any of the representations, warranties, covenants or agreements representations and warranties as set forth in Article 3.02 of Purchaser contained in this Agreement.

Indemnification by the Purchaser. The Purchaser agrees to indemnifyshall defend, defend indemnify and hold the Seller harmless Seller against from and in respect against: (a) the liabilities and obligations assumed by the Purchaser pursuant to this Agreement; and (b) all damages, losses and out-of-pocket expenses including reasonable attorneys fees, caused by or arising out of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any the breach by Purchaser of any of the representations, warranties, covenants agreements or agreements of representation or warranties made by the Purchaser contained in this AgreementAgreement or any certificate or document delivered by it pursuant hereto.

Indemnification by the Purchaser. The Purchaser 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 Purchaser of any or violation of the representations, warranties, covenants or agreements of the Purchaser contained or Holdings set forth in this AgreementAgreement and (b) the guaranty by the Seller of the Company’s performance under the Agreement for the Development and Provision of a Hosted CRM Service with Thames Water Utilities Limited.

Indemnification by the Purchaser. The Purchaser agrees to shall indemnify, defend and hold harmless Seller Sellers from and after the Closing from and against any and all Losses caused by, relating to, based upon, arising out of or in respect connection with the breach of any lossrepresentation, damagewarranty, deficiency, cost covenant or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any agreement of the representations, warranties, covenants or agreements of Purchaser contained in pursuant to this Agreement.

Indemnification by the Purchaser. The Purchaser agrees to shall indemnify, defend defend, and save and hold harmless Seller the Seller, from and against and in respect of any damage, liability, loss, damage, deficiency, cost expense or expense injury (including without limitation reasonable attorneys’ fees) resulting from fees and costs and expenses incident to any breach claim, suit, action or proceeding), suffered by Purchaser of any of the representationsSeller, warranties, covenants or agreements of Purchaser contained in this Agreement.respect of:

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend shall indemnify and hold Sellers harmless Seller against and in respect of from any loss, damage, deficiency, cost liability or expense (including including, without limitation limitation, reasonable expenses of investigation and reasonable attorneys’ fees' fees and expenses) in connection with any action, suit or proceeding brought against Sellers, either jointly or severally, incurred or suffered by Sellers and arising out of or resulting from any breach by Purchaser of any of representation, warranty, or covenant made by the representations, warranties, covenants or agreements of Purchaser contained in this Agreementhereunder.

Indemnification by the Purchaser. (a) The Purchaser agrees to indemnify, defend indemnify and hold save harmless Seller against and the Vendor from all losses suffered or incurred by the Vendor as a result of or arising directly or indirectly out of or in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from connection with: i. any breach by the Purchaser of or any inaccuracy of the representations, warranties, covenants any representation or agreements of Purchaser warranty contained in this Agreement.Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto;

Indemnification by the Purchaser. The Purchaser agrees to indemnify, defend indemnify and hold harmless Seller against the Sellers from and against, without duplication, all costs, losses, fees, liabilities, Taxes, charges, claims, expenses and damages, including reasonable legal fees and expenses (both those incurred in respect of any loss, damage, deficiency, cost connection with the defense or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any prosecution of the representationsindemnifiable claim and those incurred in connection with the enforcement of this provision) and costs of investigation, warranties, covenants as and actually incurred or agreements of Purchaser contained in this Agreement.as and actually paid by the Sellers (collectively "Seller Losses") as a result of: