Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and pay expenses, including attorneys’ fees and disbursements, arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend will indemnify and hold harmless ------------------------ Seller and its officersSeller's shareholders, directors, officers, employees, agents, representatives, Affiliates, successors and assigns assigns, and any Person claiming by or through any of them, as the case may be, from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, (a) Buyer shall indemnify, indemnify and defend and hold harmless Seller and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and (the “Seller Indemnitees”) against, and pay or reimburse each of shall hold them for harmless from, any and with respect to any Loss relating toall Losses resulting from, arising out of of, or resulting from incurred by any of the followingSeller Indemnitee in connection with, or otherwise with respect to:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend hold harmless, and hold harmless indemnify Seller and its employees, officers, directors, employeesand shareholders against all liabilities, agentsdamages, representativeslosses, Affiliatesclaims, successors judgments and assigns from expenses (including reasonable attorneys’ fees and against, and pay or reimburse each of them for and with respect to any Loss relating to, related costs) arising out of (i) the conduct of Buyer’s business; or resulting from (ii) a breach by Buyer of any of the following:covenants, agreements, warranties or representations contained in this Agreement.

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors employees and assigns agents from and againstagainst all loss, damage, expense, costs and pay liability, including reasonable attorneys’ fees, resulting from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting any Claims arising from any the failure of the following:Buyer to fulfill its obligations under this Agreement.

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and against, and pay against all Losses arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its trustees and its affiliates and their respective members, managers, officers, directors, employees, agents, representatives, Affiliates, successors directors and assigns employees from and against, and pay against all Losses arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall defend, indemnify, defend reimburse and hold harmless Seller Seller, its Affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and pay expenses, including attorneys’ fees and disbursements, arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and pay expenses, including attorneys' fees and disbursements, arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall will indemnify, defend and hold harmless Seller and its officersshareholders and its and their respective Affiliates, and the shareholders, directors, officers, employees, agents, representatives, Affiliates, successors and assigns of any of such Persons, from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend defend, and hold harmless Seller and its officersSeller, directors, employees, agents, representatives, Affiliates, successors and assigns from and againstany officer or director thereof, and pay or reimburse each of them for and their permitted assigns, with respect to any Loss and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description relating to, to or arising out of or resulting from any of the followingof:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns the Shareholders from and againstagainst all losses, claims, actions, causes of action, damages, liabilities, expenses and pay other costs of any kind or reimburse each amount whatsoever (including, without limitation, reasonable attorneys’ fees), whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, which result, either before or after the date of them for and with respect to any Loss relating tothis Agreement, arising out of or resulting from any of the followingany:

Indemnification by Buyer. From and after Closing, Buyer shall will indemnify, defend defend, protect and hold harmless Seller Seller, its Affiliates and its their officers, directors, employees, agentsrepresentatives and shareholders (“Seller Indemnitees”) for, representatives, Affiliates, successors and assigns from and against, against any and pay or reimburse each of them for and with respect to any Loss relating toall Damages, arising out of of, based upon or resulting from any of the followingotherwise in respect of:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employeesmembers, agentsmanagers, representatives, Affiliates, successors officers and assigns employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and pay expenses, including reasonable attorneys’ fees, arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after ClosingBuyer will protect, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Sellers and its their respective partners, members, managers, stockholders, officers, directors, employees, Affiliates, agents, representatives, Affiliates, successors and assigns (the "Seller Indemnified Parties"), from and against, against any and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from all Damages sustained by any of the following:Seller Indemnified Parties as a result of any breach of any representation, covenant, or agreement of Buyer contained in this Agreement or in any of the certificates, instruments, or documents delivered by Buyer pursuant hereto.

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its directors and its officers, directors, employees, agentsand their respective heirs, representatives, Affiliates, successors and assigns assigns, from and againstagainst any and all costs, losses, claims, liabilities, fines, expenses, penalties and pay or reimburse each of them for and with respect to any Loss relating to, damages including reasonable attorneys' fees arising out of or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless the Seller and its officersrespective heirs, directors, employees, agents, personal and legal representatives, Affiliatesguardians, successors and assigns assigns, from and againstagainst any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and pay or reimburse each expenses (including attorneys’ and experts’ fees and court costs) of them for every kind and with respect to any Loss relating to, nature arising out of of, resulting from, or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend defend, and hold harmless Seller and its Seller’s members, managers, officers, directors, partners, employees, agents, representatives, Affiliates, successors affiliates and assigns subsidiaries harmless from and against, against any and pay or reimburse each of them for and with respect all Damages (as defined herein) to any Loss relating to, the extent arising out of or resulting from in any way connected with the Assumed Obligations or breaches of the following:any representations, warranties and covenants of Buyer hereunder.

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and againstagainst all Losses, and pay arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall will indemnify, defend and hold harmless Seller and its officersshareholders and its and their respective affiliates, and the shareholders, directors, officers, employees, agents, representatives, Affiliates, successors and assigns of any of such persons, from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing(a) Subject to the limitations set forth in this ARTICLE X, Buyer shall indemnify, indemnify and defend and hold harmless Seller and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and (the “Seller Indemnitees”) against, and pay shall hold them harmless from, any and all Losses, net of any insurance premiums obtained or reimburse each of them for and with respect to any Loss relating tobe obtained, resulting from, arising out of of, or resulting from incurred by any of the followingSeller Indemnitee in connection with, or otherwise with respect to:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifyindemnify and defend Sellers and their respective Affiliates and their respective stockholders, defend and hold harmless Seller and its members, managers, officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and (the “Seller Indemnitees”) against, and pay or reimburse each of shall hold them for harmless from, any and with respect to any Loss relating toall Losses resulting from, arising out of of, or resulting from incurred by any of the followingSeller Indemnitee in connection with, or otherwise with respect to:

Indemnification by Buyer. From Buyer and after Closing, Buyer the Company shall indemnify, defend indemnify and hold harmless Seller, its affiliates and the officers, directors and shareholders of Seller and its officersaffiliates, directorsfrom any and all claims, employeeslosses, agents, representatives, Affiliates, successors damages or other amounts (including reasonable attorneys fees and assigns from and against, and pay or reimburse each of them for and with respect expenses) relating to any Loss claims by any party relating to, to or arising out of or resulting from any the Seller's purchase of the following:Company from its former shareholders, including without limitation Seller's alleged failure to issue certain capital stock in a timely fashion.

Indemnification by Buyer. From and after Closing, (a) The Buyer shall indemnify, defend and hold harmless Seller Seller, and its officers, directors, directors and employees, agentsfrom, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for against and with respect to any Loss relating toclaim, liability, obligation, loss damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' fees and costs and expenses reasonably incurred in investigation, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character, arising out of or resulting from in any of the followingmanner incident, relating or attributable to:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless the Seller and its the Seller's board members, officers, trustees, directors, employees, agents, representatives, Affiliates, successors employees and assigns affiliates from and againstagainst any and all claims, demands, liabilities (including reasonable attorney's fees), and pay judgments, fines, settlements and other amounts ("Damages") arising from any and all civil, criminal, administrative or reimburse each of them for and with respect investigative proceedings ("Claims") relating to any Loss relating to, or arising out of or resulting from any of the followingof:

Indemnification by Buyer. From and after ClosingBuyer agrees to defend, Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, representativesemployees and Affiliates against and in respect of any and all loss, Affiliatesliability, successors lien, damage, costs and assigns from expense (including reasonable attorney fees and against, and pay or reimburse expenses of investigation) (each of them for and with respect to any Loss relating to, arising out of a "Seller Indemnification Claim") incurred or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, Buyer shall defend, indemnify, defend and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and against, and pay against all Claims arising from or reimburse each of them for and with respect relating to any Loss relating to, arising out of or resulting from any of the following:and all Assumed Liabilities.

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller and its officers, directors, employees, agents, representativesemployees and affiliates from any and all demands, Affiliatesclaims, successors actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and assigns from and against, and pay expenses (including reasonable attorneys’ fees) relating to or reimburse each of them for and with respect to any Loss relating to, arising out of any breach or resulting from inaccuracy by Buyer of any of the following:its representations, warranties, covenants or agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement.

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller the Sellers, their Affiliates and its each of their past, present and future directors, officers, directors, employees, agentsagents and representatives (together, representatives, Affiliates, successors and assigns the "SELLER INDEMNITEES") from and against, and pay or reimburse each of them for the Seller Indemnitees for, any and with respect to any Loss all Indemnifiable Losses relating to, resulting from or arising out of or resulting from any of the followingof:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, officers members, managers, employees, agents, representativesadvisors, Affiliatesconsultants, assigns and successors and assigns from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and pay expenses, including reasonable attorneys’ fees and disbursements, arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, The Buyer shall indemnify, defend defend, and hold harmless Seller the Sellers and its officers, directors, employees, agents, representatives, Affiliates, Stockholders and officers and employees and their respective successors and assigns from and against(the "Buyer's Indemnitees") harmless from, and pay or reimburse each of them for against and with respect to any Loss relating toclaim, liability, obligation, loss, damage, assessment, judgment, cost and expense of any kind or character, including reasonable attorney's and paralegal fees (the "Damages"), exceeding in the aggregate $25,000 and arising out of or resulting from in any of the followingmanner incident, relating or attributable to:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and Seller, its officers, directors, employees, agents, representatives, Affiliates, successors and assigns shareholders harmless from and againstagainst any and all Damages from, and pay or reimburse each of them for and with respect to any Loss relating to, arising out resulting by reason of or resulting from arising in connection with any inaccuracy in or breach or nonperformance of the following:agreements, covenants, representations or warranties made or to be performed by Buyer pursuant to this Agreement.

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller the Sellers and its officerstheir respective heirs, directors, employees, agents, personal and legal representatives, Affiliatesguardians, successors and assigns assigns, from and againstagainst any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and pay or reimburse each expenses (including attorneys' and experts' fees and court costs) of them for every kind and with respect to any Loss relating to, nature arising out of of, resulting from, or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller and Seller, its officers, directors, employees, agents, representativesemployees and shareholders in respect of any and all claims, Affiliateslosses, successors damages, liabilities and assigns from expenses (including, without limitation, settlement costs and againstany reasonable legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by Seller, in connection with each and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any all of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, the Members, their Affiliates and its respective officers, directors, employees, agents, representatives, Affiliates, successors employees and assigns agents from and againstagainst any and all claims, judgments, damages, Liabilities, settlements, losses, costs and pay or reimburse each of them for expenses, including reasonable attorneys’ fees and with respect to any Loss disbursements, arising from ore relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend will indemnify and hold harmless Seller and its officersshareholders, directors, officers, employees, agents, representatives, Affiliates, successors and assigns agents or other Affiliates (“Seller Indemnitees”) for any Damages arising from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold Sellers and their respective Affiliates and Related Persons (each, an "INDEMNITEE") harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and againstagainst any and all losses, Claims, damages, costs and pay or reimburse each of them for expenses (including, without limitation, interest, penalties, attorneys' and with respect to accountants' fees and investigation costs) (collectively, "LOSSES") incurred by any Loss relating toIndemnitee as a result of, arising out of from or resulting from any of the followingrelated to:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and pay expenses, including reasonable attorneys’ fees and disbursements, up to an aggregate cap for all of the foregoing amounts of no more than the amounts paid to Seller under this Agreement, arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after ClosingBUYER shall defend, Buyer shall indemnify, defend indemnify and hold harmless Seller and SELLER, its employees, officers, directors, employees, agents, representatives, Affiliates, successors agents and assigns affiliates from and againstagainst any and all claims, demands, causes of action, suits, judgments, debts, liabilities and expenses (including without limitation, court costs and attorneys' fees) resulting from, and pay or shall reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the followingSELLER upon demand for:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller, its affiliates and their respective members, managers, officers and employees (“Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns Indemnitees”) from and against, and pay against all Losses incurred by Buyer arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, indemnify and defend and hold harmless each of Seller and its officersAffiliates and their respective stockholders, directors, employeesofficers and employees (collectively, agentsthe “Seller Indemnitees”) against, representatives, Affiliates, successors and assigns shall hold each of them harmless from and against, and shall pay or and reimburse each of them for for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to any Loss relating to, arising out of or resulting from any of the followingby reason of:

Indemnification by Buyer. From Buyer hereby assumes liability for, and after Closing, Buyer shall agrees to indemnify, defend and hold Sellers harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and againstagainst any and all claims, actions, suits, losses, damages, liabilities, obligations, response and remediation costs, and pay all other costs and expenses (including, without limitation, attorneys fees, court and litigation costs, and amounts paid in settlement and judgments), incurred by or reimburse each of them for and with respect to any Loss relating asserted against Sellers which arise out of, result from or otherwise relate to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller ------------------------ Sellers, and its officershis/her respective spouse, directors, employees, agents, representatives, Affiliates, heirs and successors and assigns harmless from and against, against any and pay all liability and losses (including attorneys' fees and other legal costs) which may be incurred or reimburse each of them for suffered by any such party and with respect to any Loss relating to, arising which may arise out of or resulting result from any breach of the following:any representation, warranty, covenant or agreement of Buyer contained in this Agreement or any agreement or document referred to herein.

Indemnification by Buyer. From and after Closing, (a) Buyer shall indemnify, defend indemnify and hold Seller harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay agrees to promptly defend Seller from and reimburse Seller for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) which Seller may at any time suffer or reimburse each of them for and with respect to any Loss relating incur, or become subject to, arising out as a result of or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after ClosingBuyer agrees to defend, Buyer shall indemnify, defend and hold harmless Seller against and its officersin respect of any and all causes of action, directorsclaims, employeeslosses, agentsliabilities, representativesliens, Affiliatesdamages, successors costs and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of expenses (including attorneys' fees) incurred or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, The Buyer shall indemnify, defend and hold harmless the Seller and its the Seller’s officers, directors, employees, agents, representatives, Affiliates, successors employees and assigns Affiliates from and against, against any and pay all Claims relating to or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the followingof:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless the Seller and its officersFounder (and all of shareholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees of Seller) from and againstagainst any liability, and pay loss, damage, cost or reimburse each of them for and with respect to any Loss relating to, expense (including without limitation reasonable attorney's fees) arising out of or resulting from any of the followingrelating to:

Indemnification by Buyer. From and after ClosingBuyer agrees to defend, Buyer shall indemnify, defend indemnify and hold harmless Seller Sellers and its their Affiliates and their respective directors, officers, directorsemployees and agents from, employeesagainst and in respect of, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the followingfull amount of:

Indemnification by Buyer. From and after Closing, The Buyer shall indemnify, defend defend, and hold harmless the Seller and its Affiliates and the respective officers, directorsdirectors and employees of the foregoing, employees, agents, representatives, Affiliates, and their successors and assigns from and againstfrom, and pay or reimburse each of them for against and with respect to any Loss relating to, Damages arising out of or resulting from in any of the followingmanner incident, relating or attributable to:

Indemnification by Buyer. From and after ClosingBuyer agrees to defend, Buyer shall indemnify, defend indemnify and hold harmless Seller and its Sellers, Stockholder, their respective officers, directors, divisions, affiliates, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay against all Losses from or reimburse each of them for and in connection with respect to any Loss relating to, arising out of or resulting from any of the followingany:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifyto the fullest extent permitted by law, defend release, defend, indemnify and hold harmless Seller harmless, Seller, its affiliates and its their respective directors, officers, directors, employees, agents, representatives, Affiliates, successors agents and assigns other representatives from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of against the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and the Company, its officers, directors, employees, agents, representatives, Affiliates, successors representatives and assigns from and againstaffiliates, and pay or reimburse each the Shareholders (collectively, "Sellers Indemnified Persons"), against and in respect of them for any and with respect to any Loss relating toall Damages, arising out of, based upon or otherwise in respect of any third party claim related to the Premises or resulting the Business and arising from any act, conduct or omission of Buyer or its affiliates, occurring at any time or times after the following:Transfer.

Indemnification by Buyer. From and after Closing, (a) Buyer shall indemnify, defend hereby agrees promptly upon demand to indemnify and hold harmless Seller and its affiliates and their respective officers, directors, employeesemployees and agents against all claims, agentsdamages, representativeslosses, Affiliatesliabilities, successors costs and assigns from expenses (including, without limitation, settlement costs and againstany legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by such persons, in connection with each and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any all of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller the Company and its the Shareholders, their officers, agents, directors, employees, agents, representatives, Affiliatesaffiliates, successors and assigns from and againstagainst any and all expenses (including, without limitation, attorneys' fees and pay costs), damages, liabilities or reimburse each of them for other monetary loss resulting from any and with respect to any Loss relating toall claims, demands or threats thereof made or brought against the Company or the Shareholders arising out of or resulting from any breach of the following:representations, warranties, covenants or agreements of Buyer contained in this Agreement.

Indemnification by Buyer. From and after ClosingBuyer agrees to defend, Buyer shall indemnify, defend indemnify and hold harmless each Seller and its his or her Affiliates and their respective directors, officers, directorsemployees and agents from, employeesagainst and in respect of, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:full amount of

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend agrees to indemnify and hold harmless Seller and its respective affiliates and persons serving as officers, directors, employees, agents, representatives, Affiliates, successors and assigns directors or employees thereof harmless from and againstagainst any damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims, and pay including all amounts paid in investigation, defense or reimburse each settlement of the foregoing) (“claims”) which may be sustained or suffered by any of them for and with respect to any Loss relating to, arising out of or resulting from based upon any of the followingfollowing matters:

Indemnification by Buyer. From and after Closingthe Effective Time, Buyer shall indemnify, defend and hold harmless Seller Seller, its Affiliates and its the officers, directors, employees, agents, representatives, Affiliates, successors stockholders and assigns partners of each from and against, against any and pay or reimburse each of them for and with respect to any Loss relating to, all Damages caused thereto arising out of or resulting from relating to any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, indemnify defend and hold harmless Seller against any and its officersall claims, directorsactions, employeesdamages, agentsobligations, representativeslosses, Affiliatesliabilities, successors costs and assigns expenses (including reasonable attorney’s fees and costs of collection and other costs of defense) actually incurred by Seller and arising from and against, and pay or reimburse each in connection with any breach of them for and with respect any representation or warranty of Buyer or any covenant by Buyer contained in or made pursuant to any Loss relating to, arising out of or resulting from any of the following:this Agreement.

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller and Seller, its officersshareholders, directors, employeesofficers, agents, representativesshareholders, Affiliates, successors and assigns from and against("Seller Indemnities") harmless for, and will pay to the Seller Indemnities the amount of, all damages arising directly or reimburse each of them for and with respect to any Loss relating to, arising out of indirectly from or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller against and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any claim, cause of the followingaction, loss, cost or expense or damage (including attorneys fees) incurred or suffered by Seller:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller Seller, and each of its officersAffiliates, shareholders, directors, officers, employees, agents, representativesaccountants, Affiliates, successors attorneys and assigns representatives from and against, and pay or reimburse each of them for and with respect to against any Loss relating to, Losses arising out of of, resulting from, or resulting from relating to any of the following:

Indemnification by Buyer. From and after ClosingSubject to Section 7.3 below, Buyer shall indemnifyhereby agrees to defend, defend indemnify and hold harmless Seller Sellers, Sellers’ affiliates and its the directors, officers, directors, employees, agents, representatives, Affiliates, successors advisors and assigns shareholders of each from and againstagainst any and all costs, losses, liabilities, damages, claims, demands or expenses (including reasonable legal fees and pay or reimburse each expenses incurred in defending against any such claims) incurred by any of them for the foregoing and with respect to any Loss relating to, arising out of or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, Buyer shall defend, indemnify, defend and hold harmless Seller and its officers, directors, Seller’s agents and employees, agentsheirs, representatives, Affiliatessuccessors, successors and assigns from and againstagainst any and all costs, losses, claims, liabilities, fines, expenses, penalties, and pay or reimburse each of them for and damages (including reasonable legal fees) in connection with respect to any Loss relating to, arising out of or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend defend, and hold harmless Seller against any and its officersall claims, directorsactions, employeesdamages, agentsobligations, representativeslosses, Affiliatesliabilities, successors and assigns from and againstcosts, and pay expenses (including reasonable attorney’s fees, costs of collection, and other costs of defense) actually incurred by Seller and arising from or reimburse each in connection with (a) a breach of them for and with respect any representation or warranty of Buyer or (b) a breach of any covenant made by Buyer contained in or made pursuant to any Loss relating to, arising out of or resulting from any of the following:this Agreement.

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective equity owners, managers, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees (the “Seller Parties”) harmless from and against, and pay against all Losses arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after ClosingBuyer agrees to defend, Buyer shall indemnify, defend indemnify and hold harmless Seller and Seller, its officers, stockholders, directors, Affiliates, employees, agents, representatives, Affiliates, successors and assigns from and againstagainst all Damages, and pay resulting, directly or reimburse each of them for and with respect to any Loss relating toindirectly, arising out of or resulting from any of the followingfrom:

Indemnification by Buyer. From and after ClosingBuyer agrees to protect, Buyer shall indemnifydefend, defend and hold harmless Seller harmless, and indemnify Seller, its officers, directors, employees, agents, representativesand affiliates, Affiliatesagainst all claims, successors actions, suits, proceedings, demands (collectively, “Claims”), including all liabilities, losses, costs, expenses (including all legal costs and assigns expenses) and all judgments, settlements and judicially or administratively imposed damages (including all consequential damages) (collectively with Claims, “Losses”),, resulting or arising from and against, and pay or reimburse each of them for and with respect to any Loss relating related to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after ClosingBuyer agrees to protect, Buyer shall defend, indemnify, defend and hold harmless Seller Seller, its successors and its assigns, and their respective officers, directors, employeesshareholders, agentsmembers, representativesmanagers and employees (each, Affiliatesa “Seller Indemnitee”), successors and assigns harmless from and against any and all causes of action, claims, losses, liabilities, liens, damages, costs, expenses, demands and obligations (including reasonable attorneys’ fees) asserted against, and pay suffered or reimburse each of them for and with respect to any Loss relating to, incurred by a Seller Indemnitee arising out of or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend defend, and hold harmless Seller Seller, Seller's directors and its officers, directors, employees, agents, representatives, Affiliates, Shareholder and their respective successors and assigns from and against(the "Seller's Indemnitees") harmless from, and pay or reimburse each of them for against and with respect to any Loss relating toclaim, liability, obligation, loss, damage, assessment, judgment, cost and expense of any kind or character, including reasonable attorneys' fees and expenses (the "Seller Damages"), arising out of or resulting from in any of the followingmanner incident, relating or attributable to:

Indemnification by Buyer. From Subject to the following terms and after Closing------------------------ conditions, Buyer shall agrees to indemnify, defend and hold harmless Seller and its officersshareholders, affiliates and their respective, directors, officers, employees, agentsattorneys, representatives, Affiliates, successors agents and assigns representatives from and against, against any and pay or reimburse each of them for and with respect to any Loss relating to, all Claims arising out of of, relating to or resulting from any in connection with the use or sale of the following:Product in Buyer's applications or applications development.

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend indemnify and hold Seller harmless Seller in respect of any and its officersall claims, directorslosses, employeesdamages, agentsliabilities and expenses (including, representativeswithout limitation, Affiliatessettlement costs and any legal, successors accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by Seller, in connection with each and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any all of the following:

Indemnification by Buyer. From and after ClosingBuyer hereby agrees to defend, Buyer shall indemnify, defend indemnify and hold harmless Seller and its directors, officers, directorsshareholders, employeessuccessors, agents, representatives, Affiliates, successors assigns and assigns Affiliates from and againstagainst any and all losses, deficiencies, Taxes, liabilities, damages, assessments, judgments, costs and pay expenses, including attorneys' fees (both those incurred in connection with the defense or reimburse each prosecution of them for the indemnifiable claim and those incurred in connection with respect to any Loss relating tothe enforcement of this provision), resulting from or arising out of or resulting from any of the followingof:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifyindemnify Seller, defend its affiliates and hold harmless Seller and its each of their respective officers, directors, employees, agentsstockholders, representatives, Affiliates, successors agents and assigns from representatives against and against, and pay or reimburse each of hold them for and with respect to any Loss relating to, arising out of or resulting harmless from any of loss, liability, Claim, damage or expense (including, without limitation, reasonable legal fees and expenses) suffered or incurred by any such Indemnified Party to the followingextent arising from:

Indemnification by Buyer. From and after Closing, Buyer shall will indemnify, defend and hold harmless Seller and its Sellers, their directors, officers, directors, employees, agents, representativessubsidiaries and affiliates, Affiliates, successors and assigns from and againstagainst any damages, liabilities, losses, taxes, fines, penalties, costs and pay expenses (including without limitation reasonable attorneys' fees) of any kind or reimburse each nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing pursuant to this Section 7.2) which may be sustained or suffered by any of them for and with respect to any Loss relating to, arising out of or resulting from based upon any of the followingfollowing matters:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend defend, and hold harmless Seller and its officersSeller, directors, employees, agents, representatives, Affiliates, successors and assigns from and againstany officer or director thereof, and pay or reimburse each of them for and their permitted assigns, with respect to any Loss Claim of any kind and description relating to, to or arising out of or resulting from any of the followingof:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller and its Affiliates, and the directors, officers, directors, employees, agents, representatives, Affiliates, successors employees and assigns other agents and representatives of Seller and its Affiliates from and againstagainst any and all Losses incurred or suffered, and pay directly or reimburse each of them for and with respect to indirectly, by any Loss relating tosuch Person arising from, arising out by reason of or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after ClosingBuyer agrees to defend, Buyer shall indemnify, defend indemnify and hold harmless Seller and its Affiliates and their respective directors, officers, directorsemployees and agents from, employeesagainst and in respect of, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:full amount of

Indemnification by Buyer. From Buyer will be responsible for, and after Closing, Buyer shall indemnify, defend hereby indemnifies Seller and Shareholders and hold harmless Seller them and its their officers, directors, employeesshareholders, agents, representatives, Affiliates, successors and assigns harmless from and against, against any and pay or reimburse each of them for and with respect to any Loss relating toall Damages incurred in connection with, arising out of or of, resulting from any of the followingor incident to:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, hold harmless, defend and hold harmless Seller and bear all costs of defending Seller, together with its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and againstassigns, and pay or reimburse each of them for from, against and with respect to any Loss relating toand all damage, loss, deficiency, expense (including any reasonable attorney and accountant fees, legal costs or expenses), action, suit, proceeding, demand, assessment or judgment to or against Seller arising out of or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after ClosingSubject to Section 10.5 below, the Buyer shall indemnifybe liable for, shall indemnify the Seller its officers, directors, affiliates and employees for, shall hold harmless, protect and defend the Seller and hold harmless the Seller and its officers, directors, Affiliates and employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or shall reimburse each of them for the Seller, its officers, directors, affiliates and with respect to employees for, any Loss relating to, arising out of or resulting from any of the following:and all Seller's Damages.

Indemnification by Buyer. From and after Closing, Buyer shall agrees to indemnify, defend and hold harmless Seller Seller, Shareholder and its their Affiliates and their respective officers, directors, employeesemployees and agents from, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each in respect of them for any and with respect to any Loss all Losses asserted against, relating to, imposed upon, or incurred by Seller, Shareholder, their Affiliates or their respective officers, directors, employees and agents by reason of, resulting from or arising out of or resulting from any of the followingof:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend save and hold harmless Seller the Company and its officersAffiliates and their respective stockholders, directors, employeesofficers, employees and agents, representatives, Affiliates, successors and assigns as the case may be from and against, against any and pay all Damages incurred in connection with or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any breach of any representation, warranty, covenant or agreement, or the following:inaccuracy of any representation or warranty, made by Buyer, in or pursuant to this Agreement or the Documents.

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors employees and assigns agents from and againstagainst all loss, damage, expense, costs and pay liability, including reasonable attorneys' fees, resulting from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting any Claims arising from any the failure of the following:Buyer to fulfill its obligations under this Agreement.

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and its affiliates, officers, directors, shareholders, partners, members, managers, employees, agentsagents and representatives (collectively “Seller Group”), representatives, Affiliates, successors and assigns harmless from and against, and pay or reimburse each of them for and with respect to any Loss relating toagainst all Losses based upon, arising out of of, in connection with, or resulting from any of the followingrelating to:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller and its directors, officers, directors, employees, agents, representatives, Affiliates, successors employees and assigns agents (each a "Buyer Indemnitee") from and againstagainst any and all claims, damages, losses, liabilities, costs and pay expenses (including without limitation reasonable attorneys' fees and court costs) that constitute, or reimburse each of them for and with respect to any Loss relating to, arising arise out of or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after ClosingBuyer will defend, Buyer shall indemnify, defend indemnify and hold harmless Seller the Sellers and its officerstheir respective equity holders, directors, employeesofficers, agents, representatives, Affiliates, successors employees and assigns agents (each a “Seller Indemnitee”) from and against, against any and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the followingall damages in connection with:

Indemnification by Buyer. From and after ClosingBuyer hereby agrees to defend, Buyer shall indemnify, defend indemnify and hold harmless Seller Seller, Administrators and its their respective officers, directorsmanagers, members, employees, agents, representatives, Affiliates, successors attorneys and assigns affiliates from and against, and pay to promptly pay, all damages asserted against or reimburse each of them for and with respect to any Loss relating to, arising out incurred by reason of or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless the Seller and its officersrespective heirs, directors, employees, agents, personal and legal representatives, Affiliatesguardians, successors and assigns assigns, from and againstagainst any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and pay or reimburse each expenses (including attorneys' and experts' fees and court costs) of them for every kind and with respect to any Loss relating to, nature arising out of of, resulting from, or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after Closing, ‌ Buyer shall indemnifydefend, defend indemnify and hold harmless Seller Seller, its affiliates and its officerstheir respective stockholders, directors, employees, agents, representatives, Affiliates, successors officers and assigns employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and pay expenses, including attorneys' fees and disbursements, arising from or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend will indemnify and hold harmless each Seller and its officerseach Seller's shareholders, directors, officers, employees, agents, representatives, Affiliates, successors and assigns assigns, and any Person claiming by or through any of them, as the case may be, from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

Indemnification by Buyer. From Subject to the following terms and after Closingconditions, ------------------------ Buyer shall agrees to indemnify, defend and hold harmless Seller and its officersshareholders, affiliates and their respective, directors, officers, employees, agentsattorneys, representatives, Affiliates, successors agents and assigns representatives from and against, against any and pay or reimburse each of them for and with respect to any Loss relating to, all Claims arising out of of, relating to or resulting from any in connection with the use or sale of the following:Product in Buyer's applications or applications development.

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend agrees to indemnify and hold harmless Seller and its respective affiliates and persons serving as officers, directors, employees, agents, representatives, Affiliates, successors and assigns directors or employees thereof harmless from and againstagainst any damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims, and pay including all amounts paid in investigation, defense or reimburse each settlement of the foregoing) ("claims") which may be sustained or suffered by any of them for and with respect to any Loss relating to, arising out of or resulting from based upon any of the followingfollowing matters:

Indemnification by Buyer. From and after Closing, Buyer shall will indemnify, defend and hold harmless Seller against and its officersin respect of any and all claims demands, directorslosses, employeescosts including court costs and attorneys fees), agentsexpenses, representativesobligations, Affiliatesliabilities, successors damages, including interest and assigns from and against, and pay penalties that they may incur or reimburse each suffer as a result of them for and with respect to any Loss relating to, or arising out of any breach of or resulting from failure by Buyer to perform any of the following:its representations, warranties or covenants contained in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Buyer under this Agreement.

Indemnification by Buyer. From Buyer hereby agrees that Buyer shall be liable to and after Closing, Buyer shall indemnify, defend and hold harmless Seller each Selling Securityholder, its Affiliates and its their respective directors, officers, directors, employees, agents, representatives, Affiliates, successors and assigns pursuant to this Agreement from and againstagainst any and all loss, and pay cost, damage or reimburse each expense (including reasonable fees of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:counsel) whatsoever

Indemnification by Buyer. From and after Closing, Buyer shall indemnifydefend, defend indemnify and hold harmless Seller and its officerspartners, directors, employeesmanagers, agentsofficers, representatives, Affiliates, successors employees and assigns agents (each a “Buyer Indemnitee”) from and againstagainst any and all claims (including without limitation any investigation, action or other proceeding), damages, losses, liabilities, costs and pay expenses (including without limitation reasonable attorneys' fees and court costs) that constitute, or reimburse each of them for and with respect to any Loss relating to, arising arise out of or resulting from any of the followingin connection with:

Indemnification by Buyer. From and after Closing, Buyer shall hereby agrees to indemnify, defend and hold harmless Seller and its shareholders, officers, directors, employees, agents, representatives, Affiliates, successors agents and assigns affiliates from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out imposed upon or incurred by Seller or said indemnified related party, directly or indirectly, by reason of or resulting from any of the followingfrom:

Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and its officersAffiliates (including the Seller Subsidiaries) and their respective employees, directors, employeesofficers and Representatives (collectively, agents, representatives, Affiliates, successors and assigns the "Seller Group") from and against, and pay or reimburse each reimburse, as the case may be, the Seller Group for, any and all Damages, as incurred, suffered by Seller or any other member of them for and with respect to any Loss relating tothe Seller Group based upon, arising out of of, relating to or resulting from any of the followingcaused by: