Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them Seller harmless at all times from and after the date of this Agreement against and in respect of any assessmentall losses, lossdamages, damage, liability, cost, costs and expense expenses (including, without limitation, interest, penalties, and including reasonable attorneys' fees), imposed upon ) which Seller may suffer or incurred incur in connection with the operation of the Company by the Seller Buyer following Closing or the Company resulting from a breach by Buyer of this Agreement or any agreement, representation, warranty or warranty of the Buyer covenant contained herein.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them it harmless from and in respect of against any assessmentand all liabilities, lossclaims, damagelosses, liability, cost, costs and expense expenses (including, without limitation, interest, penalties, attorneys’ fees) arising out of (a) any failure by Buyer to perform its obligations under this Agreement and reasonable attorneys' fees), imposed upon (b) any misrepresentation or incurred by the Seller or the Company resulting from a breach of any agreementwarranty, representationrepresentation or agreement of Buyer under this Agreement, or warranty (c) Buyer’s ownership of the Assets or the Business subsequent to the Closing, and (d) any liabilities of Seller which are being assumed by Buyer contained hereinhereunder.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them harmless from Seller against any and in respect of any assessmentall claims, lossdemands, damagelosses, liabilitycosts, costexpenses, obligations, liabilities and expense (includingdamages, without limitation, including interest, penalties, penalties and reasonable attorneys' fees), imposed upon or ’ fees and costs incurred by the Seller or the Company arising, resulting from a or relating to any breach of any agreement, representationof, or warranty failure by Buyer to perform, any of the its representations, warranties, covenants or agreements in this Agreement or in any exhibit or other document furnished or to be furnished by Buyer contained hereinunder this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify and hold harmless the Seller and the Company, and hold them harmless from and in respect of against any assessmentand all damages, losslosses, damageliabilities, liability, cost, and expense (including, without limitation, interestfines, penalties, judgments, settlements, costs and expenses (including reasonable attorneys' ’ fees and other professional fees), imposed upon or ) actually and reasonably incurred by Seller as a result of or arising out of (a) any misrepresentation in any of the Seller representations and warranties of Buyer contained in this Agreement or the Company resulting from a (b) any breach of any agreement, representationof, or warranty failure to perform or otherwise comply with, any covenant or obligation of the Buyer contained hereinin this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them harmless from Sellers and in respect of their affiliates against any assessmentand all claims, lossdemands, damagelosses, liabilitycosts, costexpenses, obligations, liabilities and expense (includingdamages, without limitation, including interest, penalties, penalties and reasonable attorneys' fees), imposed upon or ’ fees and costs incurred by the Seller or the Company Sellers arising, resulting from a or relating to any breach of any agreement, representationof, or warranty failure by Buyer to perform, any of the its representations, warranties, covenants or agreements in this Agreement or in any exhibit or other document furnished or to be furnished by Buyer contained hereinunder this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the indemnify, defend and hold harmless Seller and the Companyits affiliates against any and all claims, demands, losses, costs, expenses, obligations, liabilities and hold them harmless from and in respect of any assessmentdamages, loss, damage, liability, cost, and expense (including, without limitation, including interest, penalties, penalties and reasonable attorneys' fees), imposed upon or fees and costs incurred by the Seller or the Company arising, resulting from a or relating to any breach of any agreement, representationof, or warranty failure by Buyer to perform, any of the its representations, warranties, covenants or agreements in this Agreement or in any exhibit or other document furnished or to be furnished by Buyer contained hereinunder this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them Seller harmless from and in respect of against any assessmentand all damages, losslosses, damageLiabilities, liabilityobligations, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon costs or expenses incurred by Seller arising out of the Seller or the Company resulting from a breach of any agreement, representation, representation or warranty of the Buyer contained hereinhereunder, and/or Buyer’s failure to perform any covenant or obligation required to be performed by it hereunder.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them harmless from and in respect of and hold Seller harmless against any assessmentand all debts, lossobligations or other liabilities, damagemonetary damages, liabilityfines, costfees or penalty interest obligations, deficiencies, losses and expense expenses (including, including without limitation, interest, penalties, limitation attorneys fees and reasonable attorneys' fees), imposed upon litigation costs) incurred or incurred suffered by the Seller or arising out of Buyer’s operation of the Company resulting from a breach of any agreement, representation, or warranty of after the Buyer contained hereinClosing Date.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them harmless the Authority from and in respect of against any assessmentand all claims, losslosses, damageliabilities and damages, liability, cost, and expense (including, without limitation, interestamounts paid in settlement, penalties, reasonable costs of investigation and reasonable attorneys' fees)fees and disbursements of counsel, imposed upon arising out of or incurred by resulting from the Seller inaccuracy of any Buyer representation or warranty, or the Company resulting from a breach by Buyer of any covenant or agreement, representation, contained herein or warranty of the Buyer contained hereinin any instrument or certificate delivered pursuant hereto.

Indemnification by Buyer. The Buyer hereby undertakes to indemnify Seller and agrees to indemnify the Seller hold it harmless from, any and the Companyall damages, claims, debts, actions, assessments, judgments, losses, fines, fees, penalties and hold them harmless from and in respect of any assessment, loss, damage, liability, cost, and expense expenses (including, without limitation, interest, penalties, reasonable expenses of investigation and reasonable attorneys' fees)’ fees and expenses in connection with any action, imposed upon suit or proceeding) (collectively, “Losses”) incurred or suffered by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.arising out of:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller Sellers, the Company and the CompanyEscrow Agent, and hold them harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller Sellers, Escrow Agent, or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.

Indemnification by Buyer. The Buyer hereby agrees to will indemnify and hold harmless the Seller and its directors, officers, partners, principals and affiliates with respect to any and all Damages (i) arising from the Company, and hold them harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreementof the representations, representationwarranties or agreements made hereunder by the Buyer or enforcing its rights under this Agreement, or warranty (ii) arising from any actions, claims or litigation brought or made by, or on behalf of, holders of the Buyer contained hereinSenior Notes and related to this Agreement or the consummation of the transactions contemplated by this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyeach of its affiliates and officers, directors, employees and agents against, and agrees to hold each of them harmless from from, any and in respect of any assessmentall losses, lossdamages or expenses, damageincluding reasonable attorney's fees, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon suffered or incurred by the Seller them arising out of or the Company resulting from a breach of relating to any agreement, representation, or warranty of the Buyer contained herein.following;

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them Seller harmless for, from and in respect against any and all claims, demands, liabilities, costs, expenses, damages and losses, cause or causes of action and suit or suits of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon nature whatsoever arising out of the ownership and/or operation of the Real Property after the Closing Date or incurred by the Seller any material misrepresentation or the Company resulting from a breach of any agreement, representation, warranty or warranty of the covenant by Buyer contained hereinin this Agreement.

Indemnification by Buyer. The (a) Buyer hereby agrees to indemnify the Seller and the Company, and hold them harmless Sellers from and in respect of against any assessmentclaim, loss, damage, demand or liability, costwhether or not meritorious (and against any costs and expenses, and expense (including, without limitation, interestattorney's fees incurred in resisting any such claim, penalties, and reasonable attorneys' feesdemand or liability), imposed upon or incurred by the Seller or the Company resulting from a breach arising out of any agreement, representationaction or omission on or after the Closing by Buyer in, or warranty resulting from, the operation of the Buyer contained hereinbusiness purchased hereunder.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them harmless from and in respect of and hold Seller harmless against any assessmentand all debts, lossobligations or other liabilities, damagemonetary damages, liabilityfines, costfees or penalty interest obligations, deficiencies, losses and expense expenses (including, including without limitation, interest, penalties, limitation attorneys fees and reasonable attorneys' fees), imposed upon litigation costs) incurred or incurred suffered by the Seller or arising out of Buyer's operation of the Company resulting from a breach of any agreement, representation, or warranty of after the Buyer contained hereinClosing Date.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them harmless Sellers from and in respect of against any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or Loss incurred by Sellers related to or arising out of (a) the Seller or the Company resulting from a breach of any agreementof the warranties, representationrepresentations or agreements of Buyer in the Buyer's Agreements, (b) any Assumed Liability, or warranty (c) any liability associated with Buyer's ownership or use of the Buyer contained hereinAcquired Assets or conduct of the Operation on or after the Closing Date.

Indemnification by Buyer. The Buyer hereby agrees to will indemnify the Seller and the Company, and hold them harmless from and Seller in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company all damages resulting from a or relating to any breach by Buyer of any representation, warranty, covenant, or agreement made by it in this Agreement or any certificate delivered by Buyer in connection with this Agreement; provided that indemnification with respect to the breach of any agreement, representation, a representation or warranty of the Buyer contained hereinshall be limited as provided in Section 15(b) below.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them Seller harmless from against any and in respect of any assessmentall claims, losslosses, damage, liability, cost, and expense (including, without limitation, interestdamages, penalties, and fines, forfeitures, reasonable attorneys' fees)’ fees and expenses and related costs, imposed upon or incurred by the Seller or the Company expenses of litigation, judgments, and any other costs, fees and expenses (each, a “liability”) resulting from (i) a breach of any agreement, representation, representation or warranty made by Buyer pursuant to this Article or (ii) Buyer’s ownership, servicing or management of the Buyer contained hereinany Mortgage Loan.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Companyhold Seller and its parent, subsidiaries, affiliates, directors, officers and employees harmless against any claim, action, demand, proceeding and suit, whether or not groundless, and hold them harmless from and in respect of any assessment, loss, damage, against every liability, cost, cost or damage (including reasonable legal fees and expense (including, without limitation, interest, penalties, and reasonable attorneys' feesrelated costs), imposed upon arising out of or incurred directly or indirectly from any act or omission by Buyer or its agents, officers or employees with respect to any Mortgage Loan after the Seller Settlement Date unless such act or the Company resulting omission arises from a Seller's breach of any agreement, representation, or warranty of the Buyer contained hereinits obligations.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyto hold Sellers and their shareholders, officers, directors, employees, representatives and hold them agents harmless from and against and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon Losses suffered or incurred by the Seller them arising from or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.related to:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the and hold harmless Seller and the CompanyShareholders against any and all losses, costs, expenses, claims, damages or liabilities which Seller or Shareholder may suffer, incur or become subject to, and hold them harmless from and in respect of to reimburse Seller or Shareholder for any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon legal or other expenses incurred by it in connection with defending any actions brought by third parties which are based upon the unjustifiable failure of Buyer to perform its obligations under any contract assigned by Seller or the Company resulting from a breach of any agreement, representation, or warranty of the to Buyer contained hereinpursuant to this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them Seller harmless from and in respect of against any assessmentand all liability, loss, damagelitigation, liabilityexpense or claim (including reasonable attorney fees) to the extent arising out of, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representationfrom, or warranty of the Buyer contained herein.caused by:

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the and hold Seller and the Company, and hold them its Affiliates harmless from and against all Losses arising out of or relating to (a) any breach or violation of the representations, warranties, covenants or agreements of Buyer set forth in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representationthis Agreement, or warranty of (b) the Buyer contained hereinAssumed Liabilities.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them Seller free and harmless from and in respect against any damages, claims, demands, losses, liabilities or expenses (including without limiting the generality of any assessmentthe foregoing, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or fees and court costs) incurred by Seller on account of: (a) the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.this Agreement by Buyer;

Indemnification by Buyer. The Buyer hereby agrees to will indemnify the Seller and the Company, and hold them Seller harmless from with respect to any and in respect of any assessmentall damages, lossliabilities, damageclaims, liabilitylosses and expenses (including reasonable legal fees, cost, costs and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or court costs) which may be incurred by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.arising out of:

Indemnification by Buyer. The (a) Buyer hereby agrees to indemnify the Seller and the Company, and hold them harmless from and Seller in respect of any assessmentlosses, lossclaims, damagedamages, liability, cost, and expense liabilities or related expenses (including, without limitationbut not limited to, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the all litigation costs but net of all available proceeds of insurance) which Seller or the Company resulting from incur as a breach of any agreement, representation, or warranty result of the Buyer contained herein.breach of:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the indemnify, defend ------------------------ and hold harmless Seller and the Companyits shareholders, officers, directors, employees, agents and hold them harmless affiliates from and in respect against all demands, claims, actions or causes of any assessmentaction, lossassessments, damagelosses, liabilitydamages, costliabilities, costs and expense (expenses including, without limitationbut not limited to, interest, penalties, penalties and reasonable attorneys' fees)fees and disbursements, asserted against, relating to, imposed upon or incurred by the Seller or the Company said indemnified related party, directly or indirectly, by reason of or resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.from:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companywith respect to, and hold them Seller harmless from and in respect of from, any assessment, loss, damage, liability, cost, and or expense (including, without limitationbut not limited to, interestreasonable legal fees) which Seller may directly or indirectly incur or suffer by reason of, penaltiesor which results, and reasonable attorneys' fees), imposed arises out of or is based upon or incurred by the Seller or (a) the Company resulting from a breach inaccuracy of any agreement, representationrepresentation or warranty made by Buyer in this Agreement, or warranty (b) the failure of the Buyer contained hereinto comply with any covenants made by Buyer in this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyshall indemnify, defend and hold them Sellers harmless from from, against and in with respect of to any assessmentclaim, liability, obligation, tax, loss, damage, liabilityassessment, costjudgment, cost and expense (including, without limitation, interest, penalties, reasonable attorney's fees and reasonable attorneys' feescosts and expenses reasonably incurred in connection therewith), imposed upon after deduction for any net tax savings, insurance reimbursement or incurred third party recoveries received by the Seller or the Company resulting from a breach of any agreementSellers as result thereof, representation, or warranty of the Buyer contained herein.which are

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them Seller harmless from and in respect of against any assessmentand all damages, lossclaims, damagelosses, liabilityexpenses, costcosts, obligations and expense (includingliabilities, including without limitationlimitation liabilities for reasonable attorney's fees and disbursements, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred suffered by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.by reason of:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them Seller harmless from and against any and all Damages which Seller may sustain at any time by reason of the breach or inaccuracy of or failure to comply with any warranties, representations, conditions, covenants or agreements of Buyer contained in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representationthis Agreement, or warranty in any agreement or document delivered pursuant hereto or in connection with this Agreement or arising out of the Buyer contained hereinconsummation of the transactions contemplated hereby.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them the Company harmless from and in respect of against any assessment, loss, damage, liability, cost, and expense or other damage (including, without limitation, interest, penalties, and including reasonable attorneys' fees)) resulting from, imposed upon arising out of, or incurred by with respect to (i) the Seller falsity or the Company resulting from a breach of any agreementrepresentation or warranty made by Buyer herein, representation(ii) the breach of any covenant or agreement made by the Buyer herein, (iii) any Assumed Liabilities, or warranty (iv) any obligations or liabilities of the Buyer contained hereinBuyer.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the and hold harmless Seller and the Companyits directors, officers, shareholders, employees and agents, and hold them harmless from their successors and in respect of assigns, against any assessmentclaim, cost, expense, liability, obligation, loss, or damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable including attorneys' fees), imposed upon sustained by Indemnitees arising out of or incurred resulting from the conduct of the business, including the Albany Business, by the Seller or Buyer from and after the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained hereinClosing Date.

Indemnification by Buyer. The Buyer hereby agrees to indemnify shall indemnify, defend, and hold the Seller and its members and managers and employees and their respective successors and assigns (the Company"Buyer's Indemnitees") harmless from, against and hold them harmless from and in with respect of to any assessmentclaim, liability, obligation, loss, damage, liabilityassessment, costjudgment, cost and expense of any kind or character, including reasonable attorney's and paralegal fees (including, without limitation, interest, penalties, and reasonable attorneys' feesthe "Damages"), imposed upon exceeding in the aggregate $25,000 and arising out of or incurred by the Seller in any manner incident, relating or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.attributable to:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them Seller harmless from and in respect of against any assessmentand all claims, lossdemands, damageliabilities, liabilityliens, costcosts, expenses, penalties, damages and expense (losses, including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon ’ fees and costs suffered by Seller as a direct or incurred by the Seller or the Company resulting from a indirect result of any breach of Buyer’s representations, warranties and covenants in this Agreement or in any agreement, representationof the Transaction Documents, or warranty of with respect to the Buyer contained hereinAssumed Liabilities.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them harmless the Sellers from and in respect of any assessmentagainst all liabilities, losslosses, damageclaims, liability, cost, and expense costs or damages whatsoever (including, without limitation, interest, penalties, and including reasonable attorneys' fees)) arising out of, imposed upon from or incurred by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.based on:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the indemnifies and holds Seller and the Company, and hold them harmless from and in respect of against any assessmentand all damages, losslosses, damageliabilities, liabilityobligations, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon costs or expenses incurred by Seller and arising out of the Seller or the Company resulting from a breach of any agreement, representation, representation or warranty of Buyer, as the Buyer contained hereincase may be, hereunder, or Buyer's failure to perform any covenant or obligation required to be performed by either of them hereunder.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them harmless Supplier and its directors, officers and employees from and in respect of against any assessmentand all Damages, lossthat may be sustained, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon suffered or incurred by Supplier and its directors, officers and employees arising directly from or by reason of (i) the Seller or the Company resulting from a breach by Buyer of any agreementwarranty, representation, covenant or warranty agreement made by Buyer in this Agreement, or (ii) the negligence or willful misconduct of the Buyer contained hereinBuyer.

Indemnification by Buyer. 7.2(a) The Buyer hereby agrees to will indemnify and hold the Seller and the Company, and hold them harmless from and in respect of against any assessmentand all damages, loss, damage, liability, cost, and deficiency assessment, liability or other expense (includingincluding reasonable attorneys fees, without limitationcosts of court and costs of litigation, interestif any) suffered, penalties, and reasonable attorneys' fees), imposed upon incurred or incurred paid by the Seller or the Company resulting from as a breach of any agreement, representation, or warranty of the Buyer contained herein.result of:

Indemnification by Buyer. The Buyer hereby agrees to will indemnify the Seller and the Company, and hold them harmless the Sellers and their respective directors, officers, partners, principals and affiliates, as applicable, with respect to any and all Damages arising from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the representations, warranties or agreements made hereunder by the Buyer contained hereinor arising from Sellers enforcing their rights under this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them Seller harmless from and in respect against all damages, losses, claims, obligations, liabilities and expenses, including reasonable attorney’s fees, arising out of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred breach by the Seller or the Company resulting from a breach Buyer of any agreementof the covenants, representationrepresentations and warranties made by it in this Agreement, or warranty made or given in any other agreement or document submitted to or for the benefit of Seller in connection with the transactions contemplated by this Agreement or arising out of the Buyer contained hereinoperation of the Business after Closing.

Indemnification by Buyer. The Buyer hereby agrees to will indemnify the and hold harmless Seller and the Companyits shareholders, and hold them harmless directors, officers, employees, agents or other Affiliates ("Seller Indemnitees") for any Damages arising from and or in respect of connection with: any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representation, representation or warranty made by Buyer in this Agreement; and any breach of the any covenant or obligation of Buyer contained hereinin this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the each individual Seller and the Company, and to hold them Seller harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representation, warranty, or warranty covenant of the Buyer, whether known by Buyer contained hereinor not.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them Seller free and harmless from against any damages, claims, demands, losses, liabilities or expenses (including without limiting the generality of the foregoing, attorneys’ fees and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or court costs) incurred by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.on account of:

Indemnification by Buyer. The Buyer hereby agrees to indemnify the and ------------------------ defend Seller and the Company, and hold them it harmless from and in respect of against any assessmentand all claims, lossdemands, damagelosses, liabilitycosts, costexpenses, damages, and expense (deficiencies, including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting arising from a (i) any third party claims alleging any breach of any agreement, representationBuyer's warranties hereunder, or warranty (ii) use or misuse of the Buyer contained Purchase Assets (subject to Seller's warranties in Section 3 herein) by Buyer, its employees or agents.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the and hold harmless Seller and the Company, its successors and hold them harmless assigns from and in respect of against any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or all Damages incurred by the Seller arising out of or the Company resulting from a any breach of or inaccuracy in any representation or warranty made by Buyer or any breach of any agreement, representation, or warranty covenant of the Buyer contained set forth herein.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them the Sellers harmless from and in respect against any Damages which may be sustained or suffered by any of them arising out of or based upon any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representation, warranty or warranty covenant made by Buyer in this Agreement or in any certificate delivered by Buyer hereunder, or by reason of the Buyer contained hereinany Proceeding asserted or instituted growing out of any matter or thing constituting such a breach.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them harmless Sellers and each of their officers, directors, employees, shareholders and agents from and in respect of against any assessmentliability, obligation, claim, loss, damagecost, damage and expense, including reasonable attorneys, fees and disbursements incurred in prosecuting or defending any claim for any such liability, costloss or damage (collectively, and expense (including, without limitation, interest, penalties, and reasonable attorneys"Sellers' feesLosses"), imposed upon which any of Sellers or incurred any of such other parties may incur or sustain at any time by the Seller reason of or the Company resulting from as a breach of any agreement, representation, or warranty of the Buyer contained herein.result of:

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Companyin respect of, and hold them Seller harmless from against, any and in respect of all damages incurred or suffered by Seller resulting from, relating to or constituting any assessmentmisrepresentation, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of warranty or failure to perform any agreement, representation, covenant or warranty agreement of the Buyer contained hereinin this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify the Seller and the Company, and hold them harmless Seller (and its Affiliates) from and in respect of against any assessmentand all Damages, lossthat may be sustained, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon suffered or incurred by Seller (or its Affiliates) arising directly from or by reason of the Seller or the Company resulting from a breach by Buyer of any agreementwarranty, representation, covenant or warranty of the agreement made by Buyer contained hereinin this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the indemnify, reimburse, ------------------------ defend and hold harmless Seller and the CompanyOwners for, from, and hold them harmless from and in respect of any assessmentagainst all demands, lossclaims, damageactions, liabilityassessments, costlosses, damages, liabilities, costs, and expense (expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees), asserted against, imposed upon on or incurred by the Seller or the Company resulting from a breach of Owners in connection with or attributable to any agreement, representation, or warranty of the Buyer contained herein.following:

Indemnification by Buyer. The Buyer hereby agrees to hold harmless and indemnify the each Seller and the Company, and hold them harmless its Affiliates from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or Damages reasonably incurred by either of the Seller Sellers, arising directly or the Company resulting from a indirectly in connection with (i) any breach of of, or any agreementfailure to perform or comply with, any representation, warranty, covenant or warranty other obligation of Buyer in this Agreement (without regard to any materiality exception contained therein); or (ii) any claim or obligation arising out of the Buyer contained hereinactions or inactions of the Buyer.

Indemnification by Buyer. The Buyer hereby agrees to shall protect, indemnify the Seller and the Company, and hold them harmless from and Seller in respect of any assessmentlosses, lossclaims, damagedamages, liabilityliabilities or related expenses, costincluding attorney's fees and costs of court, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon to which Seller may become subject as a result of or incurred by arising out of the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the representations, warranties, covenants or agreements made in or under this Agreement by Buyer contained hereinand/or as a result of or arising out of the activities of Buyer after the Closing Date.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them Seller harmless for, from and in respect against any and all claims, demands, liabilities, costs, expenses, damages and losses, cause or causes of action and suit or suits of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon nature whatsoever arising out of the ownership and/or operation of the Property after the Closing Date or incurred by the Seller any misrepresentation or the Company resulting from a breach of warranty or covenant by Buyer in this Agreement or any agreement, representation, or warranty of the Buyer contained hereindocument delivered to Seller pursuant to this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyshall indemnify, defend and hold them harmless Seller from and in respect any loss of or damage to the Property, or injury or death of any assessmentperson whomsoever, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable including attorneys' fees)fees and costs, imposed upon arising from the activities caused in whole or incurred in part by the Seller any intentional or the Company resulting from a breach negligent act of any agreement, representationBuyer or Buyer's Agents, or warranty by any act or omission of Buyer or Buyer's Agents in the exercise of rights pursuant to the Buyer contained hereinLicense.

Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Companyindemnify, defend and hold them ------------------------ harmless Shareholders from and in respect against any Damages arising from or relating to (i) any misrepresentation, omission, breach of warranty or agreement made by Buyer herein or any assessmentdocument delivered hereunder, loss(ii) the operation of the Corporation's business from and after the Closing, damageor (iii) any and all actions, liabilitysuits, costproceedings, demands, assessments, judgments, costs and expense (includingexpense, without limitation, interest, penalties, and including reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of incident to any agreement, representation, or warranty of the Buyer contained hereinforegoing.

Indemnification by Buyer. The Buyer hereby agrees to will indemnify and hold harmless the Seller and its directors, officers, partners, principals and affiliates with respect to any and all Damages arising from the Company, and hold them harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the representations, warranties or agreements made hereunder by the Buyer contained hereinor arising from Seller enforcing its rights under this Agreement.

Indemnification by Buyer. The Buyer hereby agrees to shall indemnify and hold ------------------------ harmless the Seller Company and the Company, and hold them harmless from and in respect of Sellers against any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon Claims sustained or incurred suffered by the Seller Company or the Company Sellers resulting from or arising out of a breach of any agreement, representation, warranty or warranty covenant of the Buyer contained hereinin this Agreement.