Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. From and after Closing and subject to the other provisions of this Article XII, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting from:

Indemnification by Buyer. From and after Closing and subject to the other provisions of this Article XIIXIII, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “"Seller Indemnitees”") from and against any and all Losses actually incurred by a Seller Indemnitee, and arising out of or resulting from:

Indemnification by Buyer. From and after Closing On the other terms and subject to the other provisions conditions of this Article XIIVII, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, Affiliates and each of its and their successors and permitted assigns respective Representatives (collectively, the “Seller Indemnitees”) ), and shall hold each of them harmless from and against against, any and all Losses actually incurred by a suffered, incurred, paid, sustained by, or imposed upon, any Seller Indemnitee, and Indemnitee arising out of or resulting from:

Indemnification by Buyer. From and after Closing and subject to the other provisions of this Article XII, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses actually incurred by a Seller Indemnitee, and directly resulting from:

Indemnification by Buyer. From and after Closing and the Closing, but subject to the other provisions of this Article XII7 and Section 9.10, Buyer shall indemnify indemnify, defend and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective officers, directors, licensors, licensees, permitted assigns, successors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) from and against against, and compensate and reimburse the Seller Indemnitees for, any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee arising out of or related to:

Indemnification by Buyer. From and after Closing and subject to the other provisions of this Article XIIXIII, Buyer shall indemnify and hold harmless SellerSellers, its their Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller "Sellers Indemnitees”") from and against any and all Losses actually incurred by a Seller Indemnitee, and arising out of or resulting from:

Indemnification by Buyer. From and after the Closing and (but subject to the other provisions of this Article XIIV), Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, and each of their successors respective officers, directors, partners, shareholders, members, managers, employees, agents, and permitted assigns representatives (collectively, the “Seller IndemniteesIndemnified Parties”) from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting from:Indemnified Parties arising out of any of the Assumed Liabilities.

Indemnification by Buyer. (a) From and after Closing the closing and subject to the other provisions of this Article XIIVIII, Buyer Buyers shall indemnify Sellers and hold harmless Sellerits directors, its Representativesofficers, Affiliatesemployees, affiliates (including officers and each employees of such affiliates), agents, representatives and their successors and permitted assigns (collectively, the “Seller IndemniteesIndemnified Parties”) and hold Seller Indemnified Parties harmless from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting fromIndemnified Party to the extent relating to or arising out of the following:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions of in this Article XIIVIII, Buyer shall indemnify and hold harmless Seller, its RepresentativesAffiliates and its and their respective directors, Affiliates, and each of their successors and permitted assigns officers or employees (collectively, the “Seller IndemniteesIndemnified Parties”) from and against any and all Losses actually incurred by a Seller Indemnitee, and arising or resulting fromdirectly or indirectly from the items set forth below:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XII7 and Section 9.10, Buyer shall indemnify and hold harmless Seller and its Affiliates and Seller’s and its Affiliates’ respective officers, its Representatives, Affiliates, directors and each of their successors and permitted assigns employees (collectively, the “Seller Indemnitees”) from and against against, and compensate and reimburse the Seller Indemnitees for, any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee solely to the extent arising out of or related to:

Indemnification by Buyer. From Effective at and after the Closing and subject to the other provisions terms and conditions of this Article XII7, Buyer shall will indemnify Sellers and hold harmless Seller, their Affiliates (not including the Company or its Representatives, Affiliates, Subsidiaries) and each of their successors and permitted assigns respective Representatives (collectively, the “Seller Indemnitees”) against, and will hold each of them harmless from and against against, any and all Losses actually incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by a Seller Indemnitee, and resulting fromreason of:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions of this Article XII11, effective at and after the Closing, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, Affiliates and their respective successors and assigns against and Buyer hereby agrees to hold each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) them harmless from and against any and all Losses actually Damages incurred or suffered by a Seller IndemniteeSeller, or any of its Affiliates or Representatives or any of their respective successors and resulting fromassigns arising out of:

Indemnification by Buyer. From and after Closing and subject (a) Subject to the other provisions of this Article XIIXIII, Buyer shall indemnify agrees to indemnify, defend and hold harmless Seller, its RepresentativesAffiliates (including any group with which Seller files combined or consolidated Tax Returns) and its and their respective officers, Affiliatesdirectors, and each of their employees, agents, representatives, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses actually incurred or suffered by a Seller Indemniteeany of them arising out of or relating to any of the following, and resulting fromwithout duplication:

Indemnification by Buyer. From and after Closing and subject to To the other provisions of extent provided in this Article XIIARTICLE VII, Buyer shall indemnify and hold harmless the Seller, and its Representatives, Affiliatessuccessors and assigns, and each of their successors Seller’s officers, directors, employees, stockholders, agents and permitted assigns Affiliates (collectivelyeach, the a “Seller IndemniteesIndemnified Party”) harmless from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting fromagainst:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XII7, Buyer shall indemnify indemnify, defend and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective licensors, licensees, officers, directors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) from and against against, and compensate and reimburse the Seller Indemnitees for, any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee arising out of or related to:

Indemnification by Buyer. (a) From and after the Closing and (but subject to the other provisions of this Article XIIV), Buyer shall indemnify and hold harmless SellerSellers, its Representatives, their respective Affiliates, and each of their successors respective officers, directors, partners, shareholders, members, managers, employees, agents, and permitted assigns representatives (collectively, the “Seller IndemniteesIndemnified Parties”) from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting fromIndemnified Parties arising out of:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions terms of this Article XII6, Buyer shall indemnify will indemnify, defend and hold harmless Seller, its Representatives, Affiliates, the Seller and each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) Seller’s Other Indemnified Persons from and against any and all Losses actually incurred by a Seller Indemniteearising out of, and relating to or resulting from, directly or indirectly, any:

Indemnification by Buyer. From and after (a) After the Closing and subject to the other provisions of limitations set forth in this Article XIIVIII, Buyer shall indemnify indemnify, defend and hold harmless Seller, its RepresentativesAffiliates and representatives and their respective heirs, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller IndemniteesIndemnified Parties”) ), from and against any and all Losses actually which are incurred or suffered by a the Seller Indemnitee, Indemnified Parties and resulting which arise out of or result from:

Indemnification by Buyer. From and after Closing and the Closing, subject to the other provisions of terms and limitations in this Article XII12, Buyer shall indemnify indemnify, defend and hold harmless Seller, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) Indemnitees from and against any and all Losses actually incurred by any of the Seller Indemnitees (whether such Losses relate to a Seller Indemnitee, and resulting fromThird Party Claim or a Direct Claim) that arise out of or are a result of:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XIIARTICLE 7, Buyer shall indemnify and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective officers, directors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) from and against against, and compensate and reimburse the Seller Indemnitees for, any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee arising out of or related to:

Indemnification by Buyer. From Subject to the limitations expressly set forth in this ARTICLE VIII, from and after Closing and subject to the other provisions of this Article XIIClosing, Buyer shall indemnify will indemnify, defend and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors and permitted assigns (all such foregoing persons, collectively, the “Seller Indemnitees”) from and against any and all Losses actually incurred by a Seller IndemniteeIndemnitees may suffer, and sustain or become subject to, arising out of, in connection with or resulting from:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XII5, Buyer shall indemnify and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective officers, directors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) from and against any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee arising out of or related to:

Indemnification by Buyer. From and after Closing and subject to the other provisions of this Article XII, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting from:

Indemnification by Buyer. From and after the Closing and subject to the other provisions terms and conditions of this Article XII8, Buyer shall indemnify Seller and hold harmless Seller, its Representatives, Affiliates, Affiliates and each of their successors and permitted assigns respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold the Seller Indemnitees harmless from and against against, any and all Losses actually incurred or sustained by, or imposed upon, any Seller Indemnitee based upon, arising out of, with respect to or by a Seller Indemnitee, and resulting fromreason of:

Indemnification by Buyer. From and after Closing the Closing, and subject to the other provisions of this Article XII8, Buyer shall indemnify and hold harmless each Seller, its Representatives, Subsidiaries and Affiliates, and each of its and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller Indemnitees”) ), from and against against, and shall pay or reimburse the Seller Indemnitees for, any and all Losses actually incurred by a Seller Indemnitee, and resulting from:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions terms and conditions of this Article XIIV, from and after the Closing, Buyer shall indemnify Seller and hold harmless Sellerits officers, directors, employees, agents, representatives and its Representatives, Affiliates, and each of their successors and permitted assigns Affiliates (collectively, the “Seller Indemnitees”) in respect of, and hold the Seller Indemnitees harmless from and against against, any and all Losses actually Damages incurred or suffered by a any of the Seller Indemnitee, and Indemnitees arising out of or resulting fromfrom or (in the case of clause (c)) constituting:

Indemnification by Buyer. From and after the Closing and subject to the other provisions of limitations set forth in this Article XIIVIII, Buyer shall indemnify Seller and hold harmless Seller, its Representatives, Affiliates, Affiliates and each of their successors respective directors, managers, officers, employees, successors, and permitted assigns (collectively, the “Seller Indemnitees”) from and against in respect of any and all Losses actually incurred by a or sustained by, or imposed upon, the Seller IndemniteeIndemnitees based upon, and arising out of, or resulting from:

Indemnification by Buyer. From After the Closing, Buyer agrees to indemnify, defend and after Closing hold harmless in the manner and subject to the other provisions of limitations and qualifications set forth in this Article XIIVIII, Buyer shall indemnify Seller and hold harmless Sellerits directors, its officers, employees, agents, Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) from against and against in respect of any and all Losses actually incurred by a Seller IndemniteeDamages based upon, and arising out of, or otherwise in respect of or resulting from:

Indemnification by Buyer. From (a) Subject to the limitations and conditions set forth in this Article IX from and after Closing and subject to the other provisions of this Article XIIClosing, Buyer shall indemnify and hold harmless Sellerharmless, its Representativesto the fullest extent permitted by law, AffiliatesSellers and their Subsidiaries, Affiliates and Representatives and each of their respective successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Indemnifiable Losses actually incurred by a Seller Indemnitee, and resulting fromwhich they or any of them may suffer or incur arising out of or relating to:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions terms and conditions of this Article XIIIX, from and after the Closing, Buyer shall indemnify the Sellers and hold harmless Seller, its Representatives, Affiliates, their Affiliates and each of their respective successors and permitted assigns (collectivelyeach, the a “Seller IndemniteesIndemnified Person”) from and against for any and all Losses actually incurred by that a Seller IndemniteeIndemnified Person may suffer, and resulting fromsustain or incur which results from or arises out of:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions terms and conditions of this Article XIIVIII and only to the extent limited or qualified below, from and after the consummation of the Closing, Buyer shall indemnify and hold harmless SellerSeller and its Affiliates and their respective Representatives for, its Representatives, Affiliatesfrom, and each of their successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses actually incurred by a Seller Indemniteebased upon, and arising out of, asserted against, resulting from, imposed on, in connection with or otherwise in respect of:

Indemnification by Buyer. From Subject to the limitations set forth in this Article VI, from and after Closing and subject to the other provisions of this Article XIIClosing, Buyer shall indemnify and hold harmless SellerSeller and its Affiliates, its Representativeseach of their respective shareholders, Affiliatesdirectors, officers, employees and agents, and each of their the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Seller IndemniteesIndemnified Parties”) from and against any and all Losses actually incurred by a any of the Seller Indemnitee, and resulting Indemnified Parties in connection with or arising from:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XII7, Buyer shall indemnify and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective officers, directors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) from and against and shall compensate and reimburse each of the Seller Indemnitees for, any and all Losses actually suffered or incurred by a any Seller Indemnitee, and resulting fromIndemnitee or to which any Seller Indemnitee may otherwise become subject arising out of or related to:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions terms of this Article XII7, from and after the Closing, Buyer shall indemnify Sellers and hold harmless Seller, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “Seller IndemniteesIndemnified Persons”) and hold them harmless from and against any and all Losses actually incurred or suffered by a Seller Indemnitee, and Indemnified Person resulting fromfrom or arising out of:

Indemnification by Buyer. From (a) Subject to Section 9.3(b) below, the Seller and after Closing and subject to the other provisions of this Article XIIits affiliates, Buyer shall indemnify and hold harmless Sellerofficers, its Representativesdirectors, Affiliatesemployees, and each of their agents successors and permitted assigns (collectivelyshall be indemnified and held harmless by Buyer, jointly and severally, for Loss, arising out of or resulting from the “Seller Indemnitees”) from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting fromfollowing:

Indemnification by Buyer. From and after the Closing and subject to the other provisions of this Article XIIX, Buyer shall indemnify indemnify, defend and hold harmless Seller and its Affiliates and Seller, ’s and its Representatives, Affiliates, and each of their successors and permitted assigns ’ respective Representatives (collectively, the “Seller IndemniteesIndemnified Parties”) from and against against, and shall pay and reimburse the Seller Indemnified Parties for, any and all Losses actually incurred by a Seller IndemniteeLiabilities (whether or not arising out of any Third-Party Claim), and to the extent resulting fromfrom or arising out of the following:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XIIVI, Buyer shall indemnify and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective officers, directors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) ), from and against any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee to the extent arising out of or related to:

Indemnification by Buyer. From Subject to the limitations and other terms set forth in this Article VIII, from and after Closing and subject to the other provisions of this Article XIIClosing, Buyer shall indemnify indemnify, defend, and hold harmless Seller, Seller Shareholder, and its Representatives, and their Affiliates, and each of their respective directors, officers, employees, agents, stockholders, successors and permitted assigns (collectively, the “Seller IndemniteesIndemnified Parties”) from and against any and all Losses actually incurred by Losses, whether or not involving a Seller Indemniteethird-party claim, and arising out of or resulting from:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XII5 and Section 6.10, Buyer shall indemnify indemnify, defend and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective officers, directors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) from and against against, and compensate and reimburse the Seller Indemnitees for, any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee arising out of or related to:

Indemnification by Buyer. From and after Closing and subject to the other provisions of this Article XII, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, and each of their successors and permitted assigns (collectively, the “"Seller Indemnitees”") from and against any and all Losses actually as incurred by a Seller Indemnitee, payable quarterly upon proper written request, and directly resulting from:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XII7, Buyer shall indemnify and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors respective licensors, licensees, officers, directors, employees and permitted assigns agents (collectively, the “Seller Indemnitees”) from and against against, and compensate or reimburse the Seller Indemnitees for, any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee arising out of or related to:

Indemnification by Buyer. From and after Closing and Buyer shall, subject to the other provisions of this Article XIIVIII, Buyer shall indemnify and hold harmless Seller, Seller and its Representatives, Affiliatessuccessors and assigns, and each any of their successors its officers, directors, employees, stockholders, agents and permitted assigns affiliates (collectively, the “"Indemnified Seller Indemnitees”Parties") from and against any and all Losses actually incurred Loss caused by a Seller Indemnitee, and or resulting from:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions terms and conditions of this Article XIIX, Buyer shall will indemnify and hold harmless the Seller, its Representatives, respective Affiliates, and each of their respective successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against any and all Losses actually suffered or incurred by a such Seller IndemniteeIndemnitees arising from, and resulting frombased upon, related to or associated with:

Indemnification by Buyer. From Subject to the terms of this ‎Article X, from and after Closing and subject to the other provisions of this Article XIIClosing, Buyer shall indemnify and hold harmless SellerSeller and its members, its Representativesmanagers, Affiliatesdirectors, and each of their successors officers, employees, consultants and permitted assigns (collectively, the “Seller Indemnitees”) ), to the fullest extent permitted by Law, from and against any and all Losses actually incurred or suffered by the Seller Indemnitees as a Seller Indemniteeresult of, and resulting fromcaused by, arising out of or relating to:

Indemnification by Buyer. From Subject to and after Closing and subject to the other provisions of extent provided in this Article XIIXI, Buyer shall indemnify and hold harmless Seller, its Representatives, Affiliates, Seller and each of their successors any affiliate thereof and permitted assigns (collectively, the “Seller Indemnitees”"Seller's Indemnified Persons") from and against any and all Losses actually incurred or suffered by Seller's Indemnified Persons, directly or indirectly, as a Seller Indemnitee, and resulting result of or arising from:

Indemnification by Buyer. From and after Closing and Following the Closing, but subject to the other provisions of this Article XII5 and Section 6.10, Buyer shall indemnify and hold harmless Seller, its Representatives, Sellers and their respective Affiliates, and each of their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against against, and compensate and reimburse the Seller Indemnitees for, any and all Losses actually incurred by a any Seller Indemnitee, and resulting fromIndemnitee arising out of or related to:

Indemnification by Buyer. From and after Closing and subject Subject to the other provisions terms and conditions of this Article XIIX, following the Closing, Buyer shall agrees to indemnify and hold harmless Seller, Seller and its Representatives, Affiliates, and including each of their successors respective officers, directors, employees, representatives, and permitted assigns agents (the “Seller Indemnified Parties”), against all Losses paid, incurred or suffered by the Seller Indemnified Parties, or any of them, arising from or in connection with (collectively, the “Seller IndemniteesClaims”) from and against any and all Losses actually incurred by a Seller Indemnitee, and resulting from:):

Indemnification by Buyer. From and after Closing and subject to the other provisions of this Article XII12, Buyer shall indemnify and hold harmless Seller, Seller and its Representatives, Affiliates, and each of their successors and permitted assigns Representatives (collectively, the “"Seller Indemnitees”") from and against any and all Losses actually incurred by a Seller Indemnitee, Indemnitee and directly resulting from: