Common use of Indemnification by the Seller Clause in Contracts

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

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

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

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

Indemnification by the Seller. The Seller agrees to shall indemnify, defend and hold Purchaser harmless the Buyer against any and in respect of any all liabilities, loss, damage, deficiency, cost or expense damage, together with all reasonable costs and expenses related thereto (including without limitationlegal and accounting fees and expenses) arising from, reasonable attorneys’ fees) resulting from any relating to, or connected with the untruth, inaccuracy or material breach by Seller of any of the statements, representations, warranties, covenants or agreements warranties of Seller contained in this AgreementSection 3 hereof.

Indemnification by the Seller. The Seller hereby agrees to indemnifydefend, defend indemnify and hold Buyer harmless the Buyer from and against any damages, liabilities, losses and expenses, excluding consequential, special, punitive and diminution in respect of any lossvalue damages (including, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ ' fees) resulting from any (“Loss”) which may be sustained or suffered by Buyer arising out of, based upon, or by reason of a breach by Seller of any of representation or warranty, or a failure to perform any agreement or covenant made by the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller hereby agrees to indemnify, defend and hold harmless the Buyer and their respective affiliates, and the officers, directors, employees, contractors, agents, representatives of each of them, from and against and in respect of any lossall liabilities, damagelosses, deficiency, cost costs or expense damages whatsoever (including without limitationexpenses and reasonable fees of legal counsel) ("Losses") arising out of or relating to any claims, reasonable attorneys’ fees) resulting from any breach by Seller of any of demands, actions, lawsuits or proceedings relating to the representations, warranties, covenants or agreements of Seller contained in this AgreementSTOCK ("Claims").

Indemnification by the Seller. The Seller agrees to indemnifyindemnify the Purchaser against, defend and agrees to hold it harmless from, any and all losses incurred or suffered by the Buyer against and in respect Purchaser arising out of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementa Fundamental Warranty.

Indemnification by the Seller. The Seller agrees to indemnifyshall defend, defend indemnify and hold harmless the Buyer harmless 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 Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementagreement, or in any exhibit, list, certificate, or document delivered by it pursuant hereto and Buyer shall have the right to offset against any monies owed to Seller.

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

Indemnification by the Seller. (a) The Seller agrees agree to indemnify, defend indemnify the Purchaser against and hold it harmless from Losses and Expenses actually suffered or incurred by the Buyer against and in respect Purchaser arising out of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any warranty or the inaccuracy of the representationsany representation of such Seller, warranties, covenants or agreements of Seller contained in Article IV of this Agreement.

Indemnification by the Seller. The Seller hereby agrees to indemnify, defend and hold harmless the Buyer Purchaser from and against any and all losses, damages, and expenses against the Purchaser, 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 Seller of any of the representations, warranties, covenants or agreements representations and warranties as set forth in Article 3.01 of Seller contained in this Agreement.

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

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

Indemnification by the Seller. The Seller agrees to indemnify, defend indemnify and hold harmless the Buyer Purchaser, its successors and assigns, and its officers, directors, employees, shareholders, and representatives, against and in with respect of to any and all loss, damageinjury, deficiencyliability, cost claim, assessment, damage (including, without limitation, actual and consequential damages) or expense (including including, without limitation, reasonable attorneys’ ' fees) resulting from ), court costs and amounts paid in settlement of claims, of any breach by Seller kind or character arising out of or in any manner incident, relating or attributed to, any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.following:

Indemnification by the Seller. The Seller hereby agrees to indemnifydefend, defend indemnify and hold Buyer, the Company and their respective officers, directors, shareholders, employees, agents, attorneys and representatives, harmless the Buyer from and against any damages, liabilities, losses and in respect of any lossexpenses (including, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ ' fees) resulting from any which may be sustained or suffered by Buyer or Company arising out of, based upon, or by reason of a breach by Seller of any of representation or warranty, or a failure to perform any agreement or covenant made by the representations, warranties, covenants or agreements of Seller contained in this Agreement.

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

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

Indemnification by the Seller. The Seller agrees to indemnify, defend and hold harmless the Buyer and its Affiliates, officers, directors, employees or agents harmless from and against any and all Claims sustained by the Buyer 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 Seller the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, of the representations, warranties, covenants or agreements of Seller contained in this Agreement., or (ii)

Indemnification by the Seller. The Seller agrees ----------------------------- to indemnifydefend, defend indemnify and hold the Purchaser and its successors and assigns (the "Indemnified Purchaser Group") harmless from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees, penalties and interest) payable to or for the Buyer against and in respect 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 Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreementherein.

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

Indemnification by the Seller. The Seller agrees to shall indemnify, defend and hold harmless the Buyer Company against and in respect of all Losses sustained or incurred arising out of, based upon or otherwise in respect of (i) any loss, damage, deficiency, cost breaches of or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of inaccuracy in the Seller's representations, warranties, covenants or and agreements of Seller contained set forth in this Agreement, or (ii) any action, suit, proceeding or claim by a stockholder of the Seller (in such capacity) challenging or seeking to prevent the transactions contemplated by this Agreement.

Indemnification by the Seller. The Seller agrees to indemnify, defend indemnify and hold harmless the each Buyer from and against any and all Losses and Expenses incurred by such Buyer in respect connection with or arising from any material breach of any loss, damage, deficiency, cost warranty or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller the material inaccuracy of any representation of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Seller agrees to indemnifyindemnify the Purchaser and its Affiliates, defend officers, directors, employees, agents and representatives (collectively, the "Purchaser Indemnitees") against and hold them harmless the Buyer against from any and in respect all Damages that a Purchaser Indemnitee may sustain at any time by reason of (i) any lossExcluded Liability, damage, deficiency, cost or expense and (including without limitation, reasonable attorneys’ feesii) resulting from any breach by the Seller of any of the its representations, warranties, covenants or agreements of Seller contained set forth in this Agreementthe Acquisition Documents.