Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer will indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and against:

Indemnification by Buyer. Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and Seller's partners officers, directors, shareholders, agents, employees and its and their respective Affiliatesaffiliates, and their shareholders, directors, officers, employees, agents, successors and permitted assigns (individually, a "Seller Indemnitee" and any Person claiming by or through any of them, as ------------------ collectively the case may be, "Seller Indemnitees") from and againstagainst any and all Losses, ------------------- suffered by a Seller Indemnitee, which arise out of or result from:

Indemnification by Buyer. Buyer will shall defend, indemnify and hold harmless ------------------------ Seller Owner and Seller's partners and , its affiliates and their respective Affiliates, and their shareholdersstockholders, directors, officers, employees, agents, successors officers and assigns and any Person claiming by or through any of them, as the case may be, employees (“Seller Indemnitees”) from and againstagainst all Losses arising from or relating to:

Indemnification by Buyer. From and after Closing, Buyer will shall indemnify Seller, Seller’s permitted assigns and hold harmless ------------------------ Seller and Seller's partners and its Affiliates and their respective Affiliates, and their shareholderspartners, directors, members, shareholders, officers, employees, agents, successors employees and assigns and any Person claiming by or through any of them, as agents (the case may be, “Seller Indemnified Persons”) from and againstagainst the entirety of any Damages the Seller Indemnified Persons may suffer resulting from, arising out of, relating to, in the nature of, or caused by the following:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, (each a “Seller Indemnified Party”) from and againstagainst any and all Losses, arising out of or resulting from:

Indemnification by Buyer. (a) The Buyer will agrees to indemnify and hold harmless ------------------------ Seller and the Seller's partners and , its and their respective Affiliates, and their shareholdersrespective officers, directors, officersmanagers, employees, agents, successors and assigns and any Person claiming by assigns, harmless from all Losses suffered or through any of thempaid, directly or indirectly, as the case may be, from and againsta result of or arising out of:

Indemnification by Buyer. Buyer will indemnify agrees to defend, indemnify, and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors employees and assigns Affiliates against and in respect of any Person claiming by and all loss, liability, lien, damage, costs and expense (each a "Seller Indemnification Claim") incurred or through any of them, as the case may be, from and againstresulting from:

Indemnification by Buyer. (a) From and after the Closing, Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns and the respective Representatives of each of the foregoing (the “Seller Indemnified Persons”) from and against any and all Losses of every kind, nature or description asserted against, or sustained, incurred, suffered or accrued directly or indirectly by, such Seller Indemnified Person claiming by which arise out of, relate to or through result from or as a consequence of any of them, as the case may be, from and againstfollowing:

Indemnification by Buyer. Buyer will indemnify and hold ------------------------ harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns assigns, and any Person claiming by or through any of them, as the case may be, from and against:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and Sellers, their respective Affiliates, and their shareholders, directors, officers, employees, agents, respective successors and assigns (collectively, "Sellers' Indemnitees") harmless from, and any Person claiming by will pay to Sellers' Indemnitees the amount of, all Damages arising directly or through any of them, as the case may be, indirectly from and againstor in connection with:

Indemnification by Buyer. Buyer will shall save, defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholdersofficers, directors, officersand employees (collectively, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, “Seller Indemnified Parties”) from and againstagainst any and all Losses to the extent arising out of or resulting from:

Indemnification by Buyer. Buyer will agrees to indemnify and hold harmless ------------------------ Seller and each of Parent, Seller's partners and its , and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors employees and assigns and any Person claiming by or through any of them, as agents (the case may be, "Seller Indemnitees") from and againstagainst any and all Losses incurred by such Seller Indemnitee in connection with or arising from:

Indemnification by Buyer. Buyer will indemnify and shall indemnify, hold harmless ------------------------ Seller and defend Seller's partners and , its and their respective Affiliates, and their shareholders, directors, officers, employees, agentssubsidiaries, successors affiliates and their respective successors, assigns and any Person claiming by or through any of themheirs, as applicable (“Seller Indemnitees”) after the case may be, Closing Date from and againstagainst all Damages incurred or suffered by Seller that result from, relate to or arise out of:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend with counsel reasonably acceptable to Seller, and hold harmless ------------------------ Seller and Seller's partners its successors and its assigns and their respective Affiliates, and their shareholders, the directors, officers, employees, agentsand agents of each (collectively, successors the "Seller Group"), at, and assigns and at any Person claiming by or through any of themtime after, as the case may beClosing, from and against any and all Losses asserted against, resulting to, imposed upon, or incurred by the Seller Group, directly or indirectly, by reason of, resulting from, or arising in connection with, any of the following:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, directors, officers, employeesshareholders, agentsaffiliates, successors and assigns (“Seller Indemnities”) harmless for, and any Person claiming by will pay to the Seller Indemnities the amount of, all Damages arising directly from or through any of them, as the case may be, from and againstin connection with:

Indemnification by Buyer. (a) Buyer will agrees to indemnify and hold harmless ------------------------ Seller and Seller's partners and , its and their respective Affiliates, and their shareholdersrespective officers, directors, officers, employees, agents, successors and assigns and any Person claiming by assigns, harmless from all Losses suffered or through any of thempaid, directly or indirectly, as the case may be, from and againsta result of or arising out of:

Indemnification by Buyer. (a) Buyer will indemnify agrees to indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its each of the Sellers and their respective Affiliates, Affiliates and each of their shareholdersrespective officers, directors, officers, employees, agentsshareholders, successors controlling persons, Representatives and assigns Affiliates (each, a “Seller Indemnified Person”) from and against and be liable for any Person claiming and all Damages related to or arising, directly or indirectly, out of, caused by or through any of them, as the case may be, from and againstresulting from:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend, and hold harmless ------------------------ Seller and Seller's partners , and its officers, directors, employees, and shareholders and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns (collectively "Seller's Indemnified Persons"), harmless from and against any Person claiming Indemnity Loss asserted against, suffered or incurred by or through any of them, as the case may be, from and againstSeller's Indemnified Persons arising out of or in any way related to:

Indemnification by Buyer. Buyer will indemnify jointly and severally, agrees to indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, directors, the respective officers, employeesrepresentatives, agents, employees of the Seller and successors and assigns and any Person claiming by or through any of them, as the case may be, Seller from and against:

Indemnification by Buyer. Buyer will indemnify indemnify, defend and ------------------------ hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may beassigns, from and against:

Indemnification by Buyer. From and after the Closing, Buyer will indemnify and shall indemnify, hold harmless ------------------------ and defend Seller and Seller's partners and its Parties and their respective Affiliates, and their shareholders, directors, officers, employeesdirectors and agents (each, agentsa “Seller Indemnitee” and, successors collectively, the “Seller Indemnitees”) against and assigns in respect of any and any Person claiming all Losses incurred or suffered by or through any of them, as the case may be, such Seller Indemnitees that result from and againstor arise out of:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller defend each of the Sellers and Seller's partners and its and their each of Sellers’ respective Affiliatesofficers, and their shareholders, directors, officersmanagers, employees, members, agents, successors advisors or representatives (each, a "Seller Indemnitee") against, and assigns and hold each Seller Indemnitee harmless from, any Person claiming by Damages that such Seller Indemnitee may suffer or through incur arising from, related to or in connection with any of them, as the case may be, from and againstfollowing:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its Affiliates and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns (the “Seller Indemnified Parties”) against, and shall hold them harmless from, any Person claiming by Loss to the extent such Loss arises from or through any of them, as in connection with the case may be, from and againstfollowing:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ defend Seller and Seller's partners and its their Affiliates and their respective Affiliatesstockholders, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns (the “Seller Indemnitees”) against, and shall hold them harmless from, any Person claiming and all Losses resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or through any of them, as the case may be, from and againstotherwise with respect to:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, respective directors, officers, employeesemployees and other agents (collectively, agentsthe “Seller Indemnitees”), successors and assigns and in respect of any Person claiming Damages asserted against or incurred by any Seller Indemnitee as a result of, in connection with, or through any of them, as the case may be, from and againstarising out of:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ --------------------------------------- defend Seller and Seller's partners and its and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns and any Person claiming by stockholders or through any of them, as the case may beaffiliates, from and againstagainst any and all Losses arising out of, based upon or relating to:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller Seller, its successors and Seller's partners assigns, and its and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors agents and assigns and any Person claiming by or through any of them, as the case may be, affiliates (“Seller’s Indemnified Persons”) from and against, and shall reimburse Seller’s Indemnified Persons for, any and all Losses arising out of, based upon or in any way relating to:

Indemnification by Buyer. Buyer will indemnify indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliatessuccessors, and their shareholdersassigns, directors, officers, employees, agents, successors agents and assigns employees (the “Seller Indemnitees”) against and in respect of any Person claiming by or through any of themLosses, as the case may be, from and againsta result of:

Indemnification by Buyer. Buyer will indemnify and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns (the “Seller Indemnitees”) for, hold them harmless against, and any Person claiming pay the amount of all Losses incurred by or through any of them, as the case may bedirectly or indirectly, from and againstor in connection with:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ each of Seller and Seller's partners its Affiliates and each of its and their respective Affiliates, and their shareholdersofficers, directors, officersagents, employees, agentsRepresentatives, successors and assigns (each, a “Seller Indemnitee”) for any and any Person claiming all Losses which may be incurred by such Seller Indemnitee relating to, based upon, resulting from or through any of them, as the case may be, from and againstarising out of:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholdersofficers, directors, officersshareholders, employees, Affiliates, agents, representatives, successors and assigns and any Person claiming by or through any of them(collectively, as the case may be"Seller Indemnified Parties"), from and againstagainst any and all Losses which any of them may sustain by reason of:

Indemnification by Buyer. Buyer will indemnify agrees to protect, defend, indemnify, and hold harmless ------------------------ Seller Seller, its successors and Seller's partners and its assigns, and their respective Affiliates, and their shareholdersofficers, directors, officersshareholders and members (each, employeesa “Seller Indemnitee”), agents, successors and assigns and any Person claiming by or through any of them, as the case may be, harmless from and against any and all Losses asserted against, suffered or incurred by a Seller Indemnitee that directly arise or result from:

Indemnification by Buyer. Buyer will hereby agrees to defend, indemnify and hold harmless ------------------------ Seller the Sellers and Seller's partners and its and their respective Affiliateseach of the Sellers’ affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors and permitted assigns (“Sellers’ Indemnified Persons”) and any Person claiming by or through any of them, as shall reimburse the case may beSellers’ Indemnified Persons for, from and againstagainst any Losses, directly or indirectly relating to, resulting from or arising out of:

Indemnification by Buyer. Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and Seller's partners officers, directors, shareholders, agents, employees and its and their respective Affiliatesaffiliates, and their shareholders, directors, officers, employees, agents, successors and permitted assigns (individually, a "Seller Indemnitee" and any Person claiming by or through any of them, as collectively the case may be, "Seller Indemnitees") from and againstagainst any and all Losses, suffered by a Seller Indemnitee, which arise out of or result from:

Indemnification by Buyer. Buyer will defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliates, and their shareholdersequity holders, directors, officers, employees, agents, successors employees and assigns and any Person claiming by or through any of them, as the case may be, agents (each a "Buyer Indemnitee") from and againstagainst any and all Losses that arise out of or result from:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners defend Sellers and its Affiliates and their respective Affiliatesstockholders, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns (the "Seller Indemnitees") against, and shall hold them harmless from, any Person claiming and all Losses resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or through any of them, as the case may be, from and againstotherwise with respect to:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliates, and their shareholders, directors, officers, employeesshareholders, agentsaffiliates, successors and assigns (“Sellers Indemnitees”) harmless for, and any Person claiming by will pay to the Sellers Indemnitees the amount of, all Damages arising directly from or through any of them, as the case may be, from and againstin connection with:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its defend Sellers and their respective Affiliates, Affiliates and their shareholdersrespective stockholders, members, managers, officers, directors, officers, employees, agents, administrators, personal representatives, successors and assigns (the “Seller Indemnitees”) against, and shall hold them harmless from, any Person claiming and all Losses resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or through any of them, as the case may be, from and againstotherwise with respect to:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its and affiliates, their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any every director, officer, employee and agent of themsuch entities (collectively, as the case may be, “Seller Indemnitees”) from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnities based upon, arising out of, with respect to or by reason of:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors directors and assigns and any Person claiming by or through any of them, as affiliates (the case may be, from and against:"Seller Indemnitees")

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ Seller and each Seller's partners and , its and their respective Affiliates, and their shareholders, directors, officers, employees, agents, representatives, successors and assigns and any Person claiming by or through any of them, as (the case may be, “Seller Indemnitees”) from and againstagainst any and all Losses based upon, resulting from or arising out of:

Indemnification by Buyer. Buyer will shall indemnify Sellers and hold harmless ------------------------ Seller and Seller's partners and its their Affiliates and their respective Affiliates, and their shareholdersequity owners, directors, officers, employees, agentsagents and other Representatives (collectively, successors the “Seller Indemnified Parties”) against and assigns and any Person claiming by or through any of them, as hold them harmless from the case may be, from and against:following Losses (the “Seller Indemnified Losses”):

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Seller Seller, its parent, Affiliates, successors and Seller's partners and its assigns and their respective Affiliates, and their shareholders, directors, officers, employees, agentsshareholders, successors representatives, trustees, beneficiaries and assigns and any Person claiming by or through any of themagents (collectively, as the case may be, "Seller Indemnitees") harmless from and againstagainst any and all Claims or Losses suffered by Seller as a result of:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ defend Seller and each of Seller's partners and its and their respective Affiliatesofficers, and their shareholders, directors, officersmanagers, employees, members, agents, successors advisors or representatives (each, a "Seller Indemnitee") against, and assigns and hold each Seller Indemnitee harmless from, any Person claiming by Damages that such Seller Indemnitee may suffer or through incur arising from, related to or in connection with any of them, as the case may be, from and againstfollowing:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ each Seller and Seller's partners and its and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, (each a “Seller Indemnified Party”) from and againstagainst any and all Losses, arising out of or relating to:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend, and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliatessuccessors and assigns, and their shareholdersrespective officers, directors, officersshareholders, members, managers, Representatives, employees, agents, successors agents and assigns and any Person claiming by or through any of them, as the case may be, Affiliates (“Sellers Indemnified Persons”) from and against, and shall reimburse Sellers Indemnified Persons for, any and all Losses arising out of, based upon or in any way relating to:

Indemnification by Buyer. Buyer will indemnify agrees to indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its Sellers, Parent and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agentsagents and Affiliates (collectively, successors and assigns and any Person claiming by or through any of them, as the case may be, "Seller Indemnitees") harmless from and againstagainst and to reimburse Seller Indemnitees for any and all Damages arising out of or resulting from any one or more of the following:

Indemnification by Buyer. Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and Seller's partners (and its and their respective Affiliates, and their shareholdersrespective officers, directors, officersemployees, employeescounsel, agents, successors and assigns and any Person claiming by or through any of themassigns) (collectively, as the case may be, “Seller Indemnified Parties”) from and againstagainst any and all Losses to the extent arising out of or resulting from:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholdersofficers, directors, officersagents, employeesAffiliates, agentsrepresentatives, successors and assigns (each, a “Seller Indemnitee” and any Person claiming by or through any of themtogether with the Buyer Indemnitees, as the case may be, “Indemnitees”) from and againstagainst any and all Losses which may be incurred by such Seller Indemnitee relating to, based upon, resulting from or arising out of:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliates, and their shareholders, directors, officers, employeesshareholders, agentsaffiliates, successors and assigns (“Seller Indemnitees”) harmless for, and any Person claiming by will pay to the Seller Indemnitees the amount of, all Damages arising directly from or through any of them, as the case may be, from and againstin connection with:

Indemnification by Buyer. Effective after the Closing, Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and each of Seller's partners and its and their respective Affiliates, and their ’s shareholders, directorspartners, affiliates, officers, directors, employees, agents, successors and assigns (collectively, “Seller’s Indemnified Persons”) and any Person claiming by or through any of them, as the case may beshall reimburse Seller’s Indemnified Persons for, from and againstagainst Losses directly or indirectly relating to, resulting from or arising out of:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and each of its and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any each of themtheir respective officers, as the case may bedirectors, agents, shareholders and employees (each, a “Seller Indemnitee”) from and againstagainst any Damages that such Seller Indemnitees may suffer or incur to the extent based on or resulting from:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ defend Seller and each of Seller's partners and its and their respective Affiliates’s officers, and their shareholders, directors, officersmanagers, employees, members, agents, successors advisors or representatives (each, a “Seller Indemnitee”) against, and assigns and hold each Seller Indemnitee harmless from, any Person claiming by Damages that such Seller Indemnitee may suffer or through incur arising from, related to or in connection with any of them, as the case may be, from and againstfollowing:

Indemnification by Buyer. Buyer will indemnify hereby agrees to indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its and , Owners, their respective Affiliates, and their shareholdersrespective officers, directors, officersshareholders, employees, agents, successors and assigns from and against any Person claiming by or through any of themand all Losses (as such term is defined in Section 9.12, supra) , as the case may bea result of, from and againstor based upon or arising out of:

Indemnification by Buyer. Buyer will defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and , its and their respective Affiliates, and their shareholdersrespective equity holders, directors, officers, employees, agents, successors employees and assigns and any Person claiming by or through any of them, as the case may be, agents (each a "Buyer Indemnitee") from and againstagainst any and all Losses that constitute, or arise out of or in connection with:

Indemnification by Buyer. Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and , its Affiliates and their respective Affiliates, and their shareholdersofficers, directors, officersowners, managers, employees, agents, advisors, and other Representatives, successors and assigns and any Person claiming by or through any of them(collectively, as the case may be, “Seller Indemnified Parties”) from and againstagainst any and all Losses arising out of, resulting from or relating to:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend, and hold harmless ------------------------ Seller and Seller's partners its successors and its assigns and their respective Affiliates, and their shareholders, the directors, officers, employees, agentsand agents of each (collectively, successors the "Seller Group"), at, and assigns and at any Person claiming by or through any of themtime after, as the case may beClosing, from and against any and all Losses asserted against, resulting to, imposed upon, or incurred by the Seller Group, directly or indirectly, by reason of, resulting from, or arising in connection with any of the following:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and each of its and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns (“Seller Indemnitees”) for any and any Person claiming by all Losses arising out of or through any of them, as the case may be, from and againstresulting from:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Sellers (collectively, the "Seller Indemnitees") from, against and Seller's partners and its and their respective Affiliates, and their shareholders, directors, officers, employees, agents, successors and assigns and with respect to any Person claiming by Loss arising out of or through in connection with any of them, as the case may be, from and againstfollowing:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and , its and their respective Affiliates, and their shareholdersrespective agents, representatives, officers, members, directors, officers, employees, agentspartners, successors and assigns equity holders (each, a “Seller Indemnified Person”) from, against, and with respect to any Person claiming by and all Losses resulting from, arising out of or through in connection with any of themthe following (in each case, as the case may be, from and against:without duplication):

Indemnification by Buyer. Subject to the terms and conditions set forth herein, Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its each of the Sellers and their respective Affiliates, and their shareholders, directorspartners, officers, employees, agentsattorneys, successors accountants and assigns other agents and Affiliates (collectively, the “Seller Indemnitees”) in respect of any Person claiming Damages incurred by any Seller Indemnitee as a result of, in connection with or through any of them, as the case may be, from and againstarising out of:

Indemnification by Buyer. The Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and its the Sellers and their respective Affiliates, and their shareholdersRelated Persons, directors, officers, trustees, employees, agents, successors advisers and assigns and any Person claiming by or through any of themrepresentatives (collectively, as the case may be, "Seller Indemnitees") from and against, and pay or reimburse the Seller Indemnitees for, any and all Losses resulting from, arising out of or relating to:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliates, and their shareholders, directors, officers, employeesdirectors and affiliates (the "Seller Indemnitees") from, agents, successors against and assigns and with respect to any Person claiming by Loss arising out of or through in connection with any of them, as the case may be, from and againstfollowing:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ defend Seller and Seller's partners and its Affiliates and their respective Affiliatesstockholders, and their shareholdersmembers, managers, officers, directors, officers, employees, agents, successors and assigns (the “Seller Indemnitees”) against, and shall hold them harmless from, any Person claiming and all Losses resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or through any of them, as the case may be, from and against:otherwise with respect to: 51

Indemnification by Buyer. (a) Buyer will agrees to indemnify and hold harmless ------------------------ Seller and Seller's partners and , its and their respective Affiliates, and their shareholdersrespective officers, directors, officersmanagers, employees, agents, successors and assigns and any Person claiming by assigns, harmless from all Losses suffered or through any of thempaid, directly or indirectly, as the case may be, from and againsta result of or arising out of:

Indemnification by Buyer. The Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners its current and its and their respective Affiliates, and their shareholdersformer officers, directors, officersmanagers, members, employees, agentsagents and Affiliates, successors including officers and assigns directors of any Affiliate of Seller (collectively, the “Seller Parties”) against and in respect of any Person claiming by or through any of them, as the case may be, from and againstall Losses arising from:

Indemnification by Buyer. Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and , its Affiliates and their respective AffiliatesRepresentatives (collectively, and their shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, “Seller Indemnitees”) from and againstagainst all Losses, arising from or relating to:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend, and hold harmless ------------------------ Seller and Seller's partners and its Members, and their respective Affiliatesrepresentatives, stockholders, controlling persons and affiliates, at, and their shareholdersat any time after, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may beClosing, from and against any and all Losses asserted against, resulting to, imposed upon, or incurred by Seller and/or Members, to the extent arising from any of the following:

Indemnification by Buyer. Buyer will hereby agrees to defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and its Sellers and their respective Affiliatessuccessors, and their shareholders, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of themaffiliates (collectively, as the case may be, "Seller Indemnitees") from and againstagainst any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees (collectively, "Seller Losses"), resulting from or arising out of:

Indemnification by Buyer. Buyer will indemnify hereby agrees to indemnify, defend and hold harmless ------------------------ Seller Sellers, and Seller's partners and its prior to the Closing, the Company, and their respective Affiliates, and their shareholdersofficers, directors, officers, employees, agents, successors and assigns (each a "Seller Indemnitee" and collectively, the "Seller Indemnitees") from and against any Person claiming by or through any of themLosses, as a result of, or based upon or arising out of the case may be, from and againstfollowing:

Indemnification by Buyer. Buyer will shall defend, indemnify and hold harmless ------------------------ Seller and Seller's partners and , its and their respective Affiliatesaffiliates, and their shareholdersstockholders, directors, officersofficers and employees (collectively, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, “Seller Indemnitees”) from and againstagainst all Losses arising from or relating to:

Indemnification by Buyer. Subject to the terms and conditions set forth herein, Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliates, and their shareholders, directorspartners, officers, employees, agentsattorneys, successors accountants and assigns other agents and Affiliates (collectively, the “Seller Indemnitees”) in respect of any Person claiming Damages incurred by any Seller Indemnitee as a result of, in connection with or through any of them, as the case may be, from and againstarising out of:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend, and hold harmless ------------------------ Seller and Seller's partners its successors and its assigns and their respective Affiliates, and their shareholders, directors, the officers, employees, agentsand agents of Seller (collectively, successors the “Seller Group”) from and assigns against any and any Person claiming all Losses asserted against, resulting to, imposed upon, or incurred by or through the Seller Group, to the extent arising from any of them, as the case may be, from and againstfollowing:

Indemnification by Buyer. Buyer will indemnify shall indemnify, defend, and hold harmless ------------------------ Seller and Seller's partners and its each Restricted Person and their respective Affiliatessuccessors and assigns, and their shareholdersrespective officers, directors, officersshareholders, members, managers, Representatives, employees, agents, successors agents and assigns and any Person claiming by or through any of them, as the case may be, Affiliates (“Sellers Indemnified Persons”) from and against, and shall reimburse Sellers Indemnified Persons for, any and all Losses arising out of, based upon or in any way relating to:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ defend the Seller and Seller's partners Group and its Affiliates and their respective Affiliatesstockholders, and their shareholdersmembers, managers, officers, directors, officers, employees, agents, successors and assigns (the “Seller Indemnitees”) against, and shall hold them harmless from, any Person claiming and all Losses resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or through any of them, as the case may be, from and againstotherwise with respect to:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ defend each Seller and Seller's partners and its Affiliates and their respective Affiliatesstockholders, and their shareholdersmembers, managers, officers, directors, officers, employees, agents, successors and assigns (the “Seller Indemnitees”) against, and shall hold them harmless from, any Person claiming and all Damages resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or through any of them, as the case may be, from and againstotherwise with respect to:

Indemnification by Buyer. Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective , his Affiliates, and their shareholders, directors, officers, employees, agents, respective successors and assigns (collectively, "Seller's Indemnitees") harmless from, and any Person claiming by will pay to Seller's Indemnitees the amount of, all Damages arising directly or through any of them, as the case may be, indirectly from and againstor in connection with:

Indemnification by Buyer. Buyer will agrees to defend, indemnify and hold harmless ------------------------ Seller and Seller's partners Parent and its each of their successors, assigns and their respective AffiliatesAffiliates (individually, a “Buyer Indemnitee”, and their shareholderscollectively, directors, officers, employees, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, “Buyer Indemnitees”) from and againstagainst and in respect of any and all Damages suffered or incurred by any Buyer Indemnitee which is caused by, resulting from or arising out of:

Indemnification by Buyer. (a) Buyer will shall indemnify and hold harmless ------------------------ Seller and Seller's partners and its and their respective Affiliatesdefend Sellers (the "Sellers Indemnitees") against, and their shareholdersshall hold them harmless from, directorsany and all Losses resulting from, officersarising out of, employeesor incurred by any Sellers Indemnitee in connection with, agents, successors and assigns and any Person claiming by or through any of them, as the case may be, from and againstotherwise with respect to: