Common use of Buyer Indemnification Clause in Contracts

Buyer Indemnification. Subject to the terms and conditions of this Article IX, the Buyer agrees to indemnify and hold harmless the Sellers, their officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") from and against Losses imposed upon or incurred by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 is hereinafter referred to individually as a "Sellers Claim" and collectively as the "Sellers Claims".

Buyer Indemnification. Subject to the terms and conditions of this Article IX, the Buyer agrees to indemnify and hold harmless the Sellers, their officers, directors, shareholders Shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") from and against Losses imposed upon or incurred by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 is hereinafter referred to individually as a "Sellers Claim" and collectively as the "Sellers Claims".

Buyer Indemnification. Subject to the terms limitations set forth in this Section 9, from and conditions of this Article IXafter the Closing Date, the Buyer agrees to shall protect, defend, indemnify and hold harmless the SellersSeller and Seller’s Affiliates, and their respective officers, directors, shareholders employees, representatives and Affiliates and the successors and assigns of agents (each of them (the party or parties being indemnified under this Section 9.2 collectively referred to herein as the "Sellers Indemnified Party") (either of the Sellers Indemnified Party or the Buyer Indemnified Party shall be referred to hereinafter as an "Indemnified Party") from and against Losses imposed upon or incurred by the Sellers Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Buyer contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Buyer, or (iv) any other liability or obligation of the Buyer. Each matter for which the Buyer has agreed to provide indemnification pursuant to this Section 9.2 foregoing Persons is hereinafter referred to individually as a "Sellers Claim" “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages that any of the "Sellers Claims"Seller Indemnified Persons incurs (i) by reason of or in connection with any failure of any of the representations and warranties of Buyer contained in this Agreement, in the Xxxx of Sale, the Assumption Agreement or the Compliance Certificate, to be true and correct in all respects as of the date of this Agreement and as of the Closing Date (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualification), (ii) resulting from any failure to fulfill or observe any covenant or agreement made herein by Buyer, (iii) that is attributable, in whole or in part, and to the extent that it is attributable, to the operation of the Business or the ownership of the Purchased Assets after the Closing Date, (iv) any assertion against Seller Indemnified Person of any claim or liability constituting an Assumed Liability.. Notwithstanding the foregoing, subject to the provisions of Section 7.3, the Buyer shall have no indemnification, defense or hold harmless obligation to any Seller Indemnified Person for Taxes that arise from and are created by the transactions contemplated by this Agreement. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Seller.