Common use of Seller's Indemnification of the Buyer Clause in Contracts

Seller's Indemnification of the Buyer. Each Seller shall indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such Seller pursuant to this Agreement arising out of or based on the arrangement created by this Agreement and the activities of such Seller taken pursuant thereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that such Seller shall not indemnify the Buyer if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence or wilful misconduct by the Buyer; and provided further, that such Seller shall not indemnify the Buyer for any liabilities, cost or expense of the Buyer with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article V shall survive the termination of the Agreement.

Seller's Indemnification of the Buyer. Each The Seller shall indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such the Seller pursuant to this Agreement arising out of or based on the arrangement created by this Agreement and the activities of such the Seller taken pursuant thereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that such the Seller shall not indemnify the Buyer if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence or wilful misconduct by the Buyer; and provided further, that such Seller shall not indemnify the Buyer for any liabilities, cost or expense of the Buyer with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article V shall survive the termination of the Agreement.

Seller's Indemnification of the Buyer. Each The Seller shall indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such the Seller pursuant to this Agreement arising out of or based on the arrangement created by this Agreement and the activities of such the Seller taken pursuant thereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that such the Seller shall not indemnify the Buyer if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence or wilful misconduct by the Buyer; and provided further, that such the Seller shall not indemnify the Buyer for any liabilities, cost or expense of the Buyer with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article V shall survive the termination of the Agreement.

Seller's Indemnification of the Buyer. Each The Seller shall ------------------------------------- indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such the Seller pursuant to this Agreement arising out of or based on the arrangement created by this Agreement and the activities of such the Seller taken pursuant thereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that such the Seller shall -------- ------- not indemnify the Buyer if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence or wilful misconduct by the Buyer; and provided further, that such the Seller shall not indemnify the Buyer for any -------- ------- liabilities, cost or expense of the Buyer with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article V shall survive the termination of the Agreement.

Seller's Indemnification of the Buyer. Each Seller shall ------------------------------------- indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such Seller pursuant to this Agreement arising out of or based on the arrangement created by this Agreement and the activities of such Seller taken pursuant thereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that such Seller -------- ------- shall not indemnify the Buyer if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence or wilful misconduct by the Buyer; and provided further, that such Seller shall not indemnify the Buyer for any -------- ------- liabilities, cost or expense of the Buyer with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article V shall survive the termination of the Agreement.