Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Seller shall indemnify, defend, and hold harmless Buyer (and its directors, officers, employees, representatives and agents) from and against all Liabilities based upon or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.

Indemnification of Buyer. Seller Sellers agree that they shall jointly and severally indemnify, defend, defend and hold Buyer harmless Buyer (and its directors, officers, employees, representatives and agents) from and against any and all Liabilities based upon damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation, liabilities for reasonable attorneys’ fees and disbursements (“Loss and Expense”), suffered directly or indirectly by Buyer by reason of, or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.of:

Indemnification of Buyer. Seller shall hereby assumes and agrees to defend, indemnify, defendprotect, save and hold keep harmless Buyer (and its directors, officers, employees, representatives and agents) from and against any and all Liabilities based upon losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatsoever kind and nature arising on account of or arising out of in any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.way relating to:

Indemnification of Buyer. Seller shall indemnifyindemnify and hold Buyer, defendits Affiliates, and hold harmless Buyer (and its their respective employees, directors, officers, employees, representatives and agents) licensees harmless from and against all Liabilities any Losses insofar as a Loss or actions in respect thereof arises out of or is based upon or arising out of any inaccuracy in or Seller’s breach of any representationof its representations, warrantywarranties, covenant or obligation made or incurred by Seller hereincovenants set forth in this Agreement.

Indemnification of Buyer. Seller shall indemnifyindemnify Parent, defend, Buyer and hold harmless Buyer (and its their respective directors, officers, employees, representatives Affiliates, stockholders, agents, attorneys, representatives, successors and agents) permitted assigns (collectively, the “Buyer Indemnitees”), against and hold the Buyer Indemnitees harmless from and against all Liabilities any Losses based upon or upon, resulting from, arising out of of, caused by or in connection with the failure of, any inaccuracy in in, or breach of, any of any representation, warranty, covenant or obligation made or incurred by Seller herein.the representations and warranties in Article 3;

Indemnification of Buyer. Seller shall (a) Sellers agree to indemnify, defend, defend and hold harmless Buyer against and in respect of, any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, remedies and penalties, including interest, penalties and reasonable attorney’s fees and expenses that the Buyer shall incur or suffer, and which arise from or are attributable to by reason of or in connection with (and its directors, officers, employees, representatives and agentsi) from and against all Liabilities based upon any breach or arising out inaccuracy of any inaccuracy of Sellers’ representations, warranties or covenants contained in this Agreement or breach of (ii) any representation, warranty, covenant or obligation made or incurred by Seller hereinLiability.

Indemnification of Buyer. Seller shall hereby agrees to indemnify, defend, defend and hold harmless Buyer (and its directorsrespective designees, officers, employees, representatives successors and agents) assigns from and against all Liabilities based upon losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.relating to:

Indemnification of Buyer. Seller shall indemnify, defend, defend and hold harmless Buyer (Buyer, its Affiliates and its and their respective directors, officers, employees, representatives and agentsagents (the “Buyer Indemnitees”) from and against any and all Liabilities based upon or Losses in connection with any and all Third Party Claims arising out of or related to any inaccuracy in claim that the Product or breach of its use with the Royalty Products infringes or misappropriates any representation, warranty, covenant Third Party’s proprietary or obligation made or incurred by Seller hereinintellectual property rights.

Indemnification of Buyer. Except insofar as Buyer is in breach of a representation or warranty set forth herein or in a Confirmation, Seller shall indemnify, defend, indemnify and hold harmless Buyer (Buyer, its respective affiliates and its directorsrelated companies, and the partners, officers, employeesdirectors, members, employees and representatives and agents) of any of the foregoing from and against any and all Liabilities based upon liabilities, claims, liens, damages, fines, or penalties, losses, and Claims, of whatever kind or nature and to the extent arising out of any inaccuracy of, in connection with or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.resulting from

Indemnification of Buyer. Seller agrees that it shall indemnify, defend, defend and hold Buyer harmless Buyer (and its directors, officers, employees, representatives and agents) from and against any and all Liabilities based upon damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation, liabilities for reasonable attorneys' fees and disbursements ("Loss and Expense"), suffered directly or indirectly by Buyer by reason of, or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.of:

Indemnification of Buyer. Seller The Company shall indemnify, defend, keep indemnified and hold harmless Buyer (and its directors, officers, employees, representatives and agents) from and against all Liabilities based upon or arising out in respect of any inaccuracy and all claims, losses, interest, fines, penalties, diminutions in value, damages, liabilities, whether or breach of not currently due, and expenses (including, without limitation, settlement costs and any representationactual legal or other expenses for investigating or defending any actions or threatened actions) (collectively, warranty, covenant or obligation made or “Damages”) incurred by Seller herein.Buyer in connection with each and all of the following:

Indemnification of Buyer. Seller shall indemnifySellers shall, defendjointly and severally, indemnify and hold save Buyer harmless Buyer (from, against, for and its directors, officers, employees, representatives and agents) from and against all Liabilities based upon or arising out in respect of any inaccuracy in and all damages, losses, settlement payments, obligations, liabilities, claims, actions or breach causes of any representationaction, warrantyencumbrances and reasonable costs and expenses suffered, covenant sustained, incurred or obligation made or incurred required to be paid by Seller herein.Buyer

Indemnification of Buyer. Seller shall indemnify, defend, will jointly and severally indemnify and hold harmless Buyer (Buyer, its subsidiaries and its respective directors, officers, employees, representatives and agentsagents (collectively, the "Buyer Parties") harmless from any and against all Liabilities based upon claims, losses, liabilities, and expenses that Buyer may suffer or arising out incur as a result of or relating to the breach or inaccuracy of any inaccuracy in of the representations, warranties, covenants, or breach of any representation, warranty, covenant or obligation agreements made or incurred by Seller hereinin this Agreement or pursuant to the Ancillary Agreements.

Indemnification of Buyer. Seller shall indemnify, agrees to defend, indemnify and ------------------------ hold harmless Buyer (against any and its directorsall claims and liabilities incurred by Buyer by reason of, officers, employees, representatives and agents) from and against all Liabilities based upon or arising out of any inaccuracy in false, misleading or breach of any representation, warranty, covenant inaccurate representation or obligation made or incurred warranty by Seller herein.the Seller

Indemnification of Buyer. Seller shall indemnifyprotect, defend, indemnify and hold harmless Buyer (and any of its successors, assigns, directors, officers, shareholders, employees, attorneys or agents or their respective heirs, successors, personal representatives and agents) or assigns or any affiliate of Buyer (each a “Buyer Indemnitee”), harmless from and against all Liabilities based upon any Liability resulting directly or arising out of any inaccuracy indirectly, entirely or in or breach of any representationpart, warranty, covenant or obligation made or incurred by Seller herein.from the following:

Indemnification of Buyer. (a) Seller shall agrees to indemnify, defend, defend and hold harmless Buyer against and in respect of, any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, remedies and penalties, including interest, penalties and reasonable attorney’s fees and expenses that the Buyer shall incur or suffer, and which arise from or are attributable to by reason of or in connection with (and its directors, officers, employees, representatives and agentsi) from and against all Liabilities based upon any breach or arising out inaccuracy of any inaccuracy of Seller’s representations, warranties or covenants contained in this Agreement or breach of (ii) any representation, warranty, covenant or obligation made or incurred by Seller hereinLiability.

Indemnification of Buyer. Seller Sellers shall indemnify, defend, indemnify and hold harmless Buyer (and its directors, officers, employees, representatives and agents) from and against any and all Liabilities based upon or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.Liabilities:

Indemnification of Buyer. Seller shall indemnify, defendindemnify and hold Buyer harmless from and against, and hold harmless reimburse Buyer on demand for, any actual damage, loss, cost or expense (and its directors, officers, employees, representatives and agentsincluding reasonable attorneys' fees) incurred by Buyer resulting from and against all Liabilities based upon or arising out of any inaccuracy in or breach of any representation, warranty, covenant Seller's representations or obligation made or incurred by Seller hereinwarranties.

Indemnification of Buyer. Seller shall indemnify, defend, agrees to indemnify and hold harmless Buyer (and its officers, directors, officersshareholders, employees, representatives agents, representatives, and agentsAffiliates (the “Buyer Indemnitees”) from and against all Liabilities claims, suits, obligations, liabilities, damages and expenses, including, without limitation, reasonable attorneys’ fees incurred by the Buyer Indemnitees incurred in attempting to enforce this indemnity (“Losses”), based upon or upon, arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.resulting from:

Indemnification of Buyer. Seller shall indemnifyhereby agrees to indemnify Buyer against, defend, defend and hold Buyer harmless Buyer (from, all liabilities, losses, damages, costs and its directorsexpenses, officersincluding without limitation, employeesreasonable legal fees and disbursements, representatives and agents) from and against all Liabilities based upon or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller hereinBuyer relating to the Property which arise or result from claims caused by acts, occurrences or matters that took place prior to the Close of Escrow.

Indemnification of Buyer. Seller shall indemnify, defend, indemnify and hold harmless Buyer (and its directorsshareholders, subsidiaries, affiliates, agents, employees, officers, employeesdirectors, representatives assigns, in their respective capacities harmless from, against, for and agents) from and against all Liabilities based upon or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.respect of:

Indemnification of Buyer. Seller shall hereby agrees to indemnify, defenddefend and protect Buyer against, and to hold Buyer harmless from, all losses, claims, liabilities, damages, costs and expenses whatsoever including without limitation reasonable legal fees and disbursements, incurred by Buyer (and its directorsrelating to the Property which arise, officers, employees, representatives and agents) result from and against all Liabilities based upon or arising out of relate to any inaccuracy in or material breach of any representationof the representations or warranties of Seller set forth in Section 11.2 of this Agreement subject, warrantyhowever, covenant or obligation made or incurred by Seller hereinto the limitations of Section 16.4.