Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates harmless each Seller and its and each of their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless representatives, and their respective successors and assigns from and shall reimburse against any Loss incurred or suffered by such Person as a result of, arising from or in connection with a breach by Purchaser of any representation, warranty, or covenant made by Purchaser in this Agreement, in each case solely to the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:extent provided in Section 14.3(b).

Indemnification by Purchaser. Purchaser shall indemnify, defend agrees to indemnify Seller and hold Seller, each of its affiliates and its and their respective directors, managersAffiliates, officers, employeesdirectors, agentsemployees and agents (collectively, representatives and advisors (the “Seller Indemnitees”) against, and agrees to hold each of them harmless from from, any and shall reimburse all Losses incurred or suffered by them arising out of or relating to any of the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromfollowing:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller harmless from, against and in respect of any and all loss, liability, expense (including without limitation reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding brought against a Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors ) or Damages suffered or incurred by Sellers (the “Seller IndemniteesLosses”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromreason of:

Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller, its affiliates and its Affiliates and their respective directors, managers, officers, employees, agents, representatives officers and advisors directors (collectively, the “Seller Indemnitees”) harmless ), from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by any Seller Indemnitee which result fromto the extent arising from or relating to any of the following:

Indemnification by Purchaser. Purchaser shall indemnifyprotect, defend indemnify and hold harmless Seller, its affiliates and its and their respective stockholders, directors, managers, officers, employees, agents, representatives affiliates, successors and advisors assigns, from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (the “Seller Indemnitees”) harmless including costs of litigation and attorneys' fees), arising from and shall reimburse the applicable Seller Indemnitee for any Losses suffered breach of any agreement, representation or incurred warranty made by any Seller Indemnitee which result from:Purchaser in this Agreement.

Indemnification by Purchaser. Purchaser shall hereby agrees to indemnify, defend and hold Seller, its affiliates harmless Seller and its and their respective directors, managers, officers, employeesdirectors, agents, representatives advisors and advisors (the “Seller Indemnitees”) harmless employees, from and shall reimburse against any and all losses, damages, liabilities and expenses, including, without limitation, legal fees and court costs, which any of them may become subject to as the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromof:

Indemnification by Purchaser. Following the Closing, but subject to the provisions of this ARTICLE 8, Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates harmless Seller and its and their respective directorsRepresentatives (collectively, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and against and shall compensate and reimburse the applicable each of Seller Indemnitee for Indemnitees for, any and all Losses suffered or incurred by any Seller Indemnitee or to which result fromany Seller Indemnitee may otherwise become subject arising out of or related to:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates indemnify Seller and its and their respective officers, directors, managers, officersshareholders, employees, agentsagents and representatives against, representatives and advisors agrees to hold them harmless from, any Losses, as incurred (the “Seller Indemnitees”) harmless payable promptly upon written request), for or on account of, or arising from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromin connection with or otherwise with respect of:

Indemnification by Purchaser. Purchaser shall indemnifycovenants and agrees to defend, defend indemnify and hold Seller, harmless Seller and its affiliates and its and their respective officers, directors, managers, officers, employees, agents, representatives successors and advisors permitted assigns (collectively, the “Seller Indemnitees”) harmless from and shall against, and pay or reimburse the applicable Seller Indemnitees for all Losses incurred by or imposed upon such Seller Indemnitee for any Losses suffered and resulting from, arising out of or incurred by any Seller Indemnitee which result fromrelated to:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates harmless Seller and its and their respective directorsmanaging member, managersmembers, officers, employeesemployees and other agents (collectively, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for in respect of any Losses suffered Damages asserted against or incurred by any Seller Indemnitee which as a result fromof, in connection with, or arising out of:

Indemnification by Purchaser. Purchaser shall agrees to indemnify, defend and hold harmless Seller, its affiliates and its and their the respective directors, managers, officers, employeesrepresentatives, agents, representatives employees of Seller and advisors (successors and assigns of the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromagainst:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against and in respect of any Losses suffered and all Liabilities, losses, damages, claims, costs and expenses, including, but not limited to reasonable attorneys' fees, arising out of or incurred by any Seller Indemnitee which result fromdue to:

Indemnification by Purchaser. Purchaser shall indemnifyagrees to defend, defend indemnify and hold Seller, its affiliates harmless Sellers and its Affiliates and their respective directors, managers, officers, employeesemployees and agents from, agentsagainst and in respect of, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromfull amount of:

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold Sellerharmless Sellers, its their affiliates and its and their respective stockholders, directors, managers, officers, employees, agents, representatives officers and advisors (the “Seller Indemnitees”) harmless employees from and shall reimburse the applicable Seller Indemnitee for any against all Losses suffered arising from or incurred by any Seller Indemnitee which result fromrelating to:

Indemnification by Purchaser. Purchaser shall indemnify, defend defend, save and hold Seller, its affiliates Seller and its and their respective directorsRepresentatives (collectively, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse against any and all Damages (but net of the applicable amount of (a) any insurance proceeds realized by such Seller Indemnitee for Indemnitees from insurance policies with respect to such matters or (b) any Losses suffered or incurred recoveries by any Seller Indemnitee which result Indemnitees from any third party, without duplication) resulting proximately from:

Indemnification by Purchaser. Purchaser shall indemnifyindemnify and defend Sellers, defend Beneficial Owners, their Affiliates and hold Sellereach of their Representatives (collectively, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller IndemniteesIndemnified Parties”) in respect of, and hold the Seller Indemnified Parties harmless from and shall reimburse against, any Damages incurred or suffered by the applicable Seller Indemnitee for any Losses suffered Indemnified Parties resulting from, relating to or incurred by any Seller Indemnitee which result fromconstituting:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnifies and hold holds Seller, its affiliates shareholders and its Affiliates and their respective officers, directors, managers, officers, employees, employees and agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall against, and must reimburse it or them for, any and all losses, damages, deficiencies, claims, costs or expenses, including reasonable attorney’s fees, and defend it or them against any third-party claim, demand, or litigation arising out of, in connection with or to the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result extent resulting from:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold indemnify Seller, its affiliates Affiliates and its and each of their respective officers, directors, managers, officers, employees, agentsstockholders, agents and representatives against, and advisors agrees to hold them harmless from, any Loss, as incurred (payable promptly upon written request), to the “Seller Indemnitees”) harmless extent arising from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromin connection with or otherwise with respect to:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates harmless Seller and its and their respective directors, managers, officers, employeesdirectors, agents, representatives employees and advisors affiliates from any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (the “Seller Indemnitees”including reasonable attorneys' fees) harmless from and shall reimburse the applicable Seller Indemnitee for relating to or arising out of any Losses suffered breach or incurred inaccuracy by Buyer of any Seller Indemnitee which result from:of its representations, warranties, covenants or agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement.

Indemnification by Purchaser. Purchaser shall indemnify, defend be responsible for and shall indemnify the Sellers Indemnitees and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Sellers Indemnitees harmless from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered resulting from any breach of any representation or incurred by any Seller Indemnitee which result from:warranty of Purchaser set forth in this Agreement.

Indemnification by Purchaser. The Purchaser shall indemnify, defend and hold harmless the Seller, its affiliates and its and their respective Affiliates, directors, managers, officers, employees, agents, representatives representatives, successors and advisors (the “Seller Indemnitees”) harmless assigns from and shall reimburse against any and all Damages that arise out of, result from or are related or incidental to any breach by the applicable Seller Indemnitee for Purchaser of any Losses suffered of its representations and warranties or incurred by covenants contained in this Agreement or any Seller Indemnitee which result from:of the other Purchaser Documents.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates indemnify Seller and its Affiliates and their respective officers, directors, managers, officers, employees, agentsstockholders, representatives agents and advisors (Representatives against, and agrees to hold them harmless from, any Losses, to the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result extent arising from:

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend agrees to indemnify and hold harmless Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors Affiliates from any loss, damage, diminution of value of assets or properties, liability and expense whatsoever (the “Seller Indemnitees”including, without limitation, reasonable attorneys' and expert witness fees and litigation expenses) harmless from resulting to Seller, its directors, officers, employees, agents, and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result Affiliates from:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “"Seller Indemnitees”") harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) asserted against or incurred by Seller, or any of its affiliates and its and their respective officers, directors, managers, officersaffiliates, employees, agentsagents and shareholders, representatives and advisors (the “Seller Indemnitees”) harmless resulting from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromarising out of or in connection with:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates indemnify Seller and its Affiliates and their respective officers, directors, managers, officers, employees, agentsstockholders, representatives agents and advisors (Representatives against, and agrees to hold them harmless from, any Losses, to the “Seller Indemnitees”) harmless extent arising from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromin connection with or otherwise with respect to:

Indemnification by Purchaser. (a) The Purchaser shall indemnify, defend and hold Seller, its affiliates the Seller and its and their respective officers, directors, managers, officers, employees, agentsagents and its Affiliates (each, representatives and advisors (the a “Seller IndemniteesIndemnitee”) harmless from from, and shall will reimburse the applicable such Seller Indemnitee for for, any and all Losses suffered or incurred by any such Seller Indemnitee which to the extent that such Losses arise out of or result from:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates and its and their respective directors, managers, officers, employeesrepresentatives, agents, representatives and advisors (other control persons harmless from, against and in respect of the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromfollowing:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates and its harmless Sellers and their respective directorsRepresentatives, Subsidiaries, direct and indirect parent companies, managers, officerspartners, employeesmembers, agentsmanagers, representatives officers and advisors directors (the “Seller Indemnitees”) harmless from Sellers Indemnitees”)from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or against all Damages incurred by any Seller Indemnitee which result the Sellers arising from:

Indemnification by Purchaser. Purchaser shall indemnify, defend save and hold Sellerharmless Seller and each of its respective officers, its affiliates and its and their respective directors, partners, members, managers, officers, employees, agentsagents and Affiliates, representatives and advisors (the “Seller Indemnitees”) harmless from each of their successors and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:assigns

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates and its Xxxxx, the Trust and their respective trustees, shareholders, directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) successors and/or assigns harmless from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by any Seller Indemnitee of them which result fromfrom or arise out of:

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold Sellerharmless Sellers (collectively, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall against, and pay or reimburse the applicable Seller Indemnitee Indemnitees for any all Losses suffered resulting from or incurred by any Seller Indemnitee which result fromarising out of:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold indemnify Seller, its affiliates affiliates, and its and each of their respective officers, directors, managers, officers, employees, shareholders, agents, and representatives against, and advisors hold them harmless from, any Loss, as incurred (the “Seller Indemnitees”) harmless payable promptly upon written request), for or on account of or arising from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:in connection with or otherwise with respect 37

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend hereby agrees to indemnify and hold Seller, harmless Seller and its affiliates and its and their respective officers, directors, partners, shareholders, members, managers, officersagents, employees, agents, representatives successors and advisors assigns (the “"Seller Indemnitees”Indemnified Parties") harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses and all Loss and Expense suffered or incurred by any Seller Indemnitee which result it and arising from:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold harmless Seller, its affiliates and its successors and their respective directors, managers, officers, employees, agents, representatives and advisors assigns (the each a “Seller IndemniteesIndemnified Person”) harmless ), from and shall reimburse the applicable defend each of them from and against and will pay each Seller Indemnitee Indemnified Person for any and all Losses suffered asserted against, imposed upon or incurred by any such Seller Indemnitee which result fromIndemnified Person, directly or indirectly, resulting from or arising out of or in connection with or relating to any of the following:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold harmless Seller, its affiliates and its Affiliates and their respective directors, managers, officers, employees, agents, representatives employees and advisors shareholders (collectively, the “Seller Indemnitees”) harmless from and shall reimburse against all Claims which may be made or brought against the applicable Seller Indemnitee for any Losses suffered Indemnitees, or incurred by any Seller Indemnitee which they may suffer or incur, directly or indirectly, as a result fromof or in connection with:

Indemnification by Purchaser. Purchaser shall will indemnify, hold harmless and defend and hold Seller, its affiliates Seller and its subsidiaries and Affiliates (for all purposes of this Section 9.05, including their respective directors, managers, officers, employees, agents, representatives employees and advisors (the “Seller Indemnitees”advisers) harmless from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered that they may suffer, incur or incurred by any Seller Indemnitee which result fromsustain arising out of or in connection with:

Indemnification by Purchaser. Purchaser shall indemnify, defend defend, and hold harmless Seller, its affiliates each Shareholder, each director, officer, employee and its agent of Seller, and their respective directorsheirs, managerssuccessors, officersand permitted assigns (collectively, employeesthe "SELLER GROUP"), agentsat, representatives and advisors (at any time after, the “Seller Indemnitees”) harmless Closing, from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered asserted against, resulting to, imposed upon, or incurred by the Seller Group, to the extent arising from any Seller Indemnitee which result fromof the following:

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller and Seller, its affiliates and its and their respective 's directors, managersshareholders, officers, employees, agents, representatives representatives, affiliates, subsidiaries, successors and advisors (the “Seller Indemnitees”) harmless assigns from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by any Seller Indemnitee which result fromarising out of:

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller, its affiliates and its and their respective directors, managers, officersAffiliates, employees, agentsconsultants and successors and assigns (Seller and such persons, representatives and advisors (the “Seller Indemnitees”) harmless from collectively, "Seller's Indemnified -------------------- Persons"), and shall reimburse the applicable Seller Indemnitee for any Seller's Indemnified Persons, for, from and ------- against all Losses suffered imposed on or incurred by any Seller Indemnitee which result fromSeller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of:

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless each Seller and such Seller, its affiliates and its and their respective 's directors, managersshareholders, officers, employees, agents, representatives representatives, affiliates, successors and advisors (the “Seller Indemnitees”) harmless assigns from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by any Seller Indemnitee which result fromarising out of:

Indemnification by Purchaser. Subject to Section 7.6, Purchaser shall indemnify, indemnify and defend and hold Seller, its affiliates Seller and its Affiliates and their respective officers, directors, managers, officersmembers, employees, agentsagents and representatives (each, representatives and advisors (the a “Seller IndemniteesIndemnitee”) harmless from against, and shall reimburse the applicable Seller Indemnitee for hold them harmless from, any Losses suffered resulting from, arising out of, or incurred by any Seller Indemnitee which result fromin connection with, or otherwise with respect to:

Indemnification by Purchaser. Purchaser and Parent shall indemnifyindemnify and defend, defend save and hold Seller, its affiliates and its Affiliates, and their respective directors, managers, officers, employees, agents, employees and representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered arising out of or incurred by any Seller Indemnitee which result resulting from:

Indemnification by Purchaser. Purchaser shall indemnify, defend hereby agrees to indemnify and hold Seller, its affiliates harmless and its defend Sellers and their respective Affiliates, shareholders, directors, managers, officers, employees, agents, representatives and advisors agents (collectively, the “Seller IndemniteesIndemnified Parties”) harmless from and shall reimburse against any and all Losses incurred or suffered by Sellers arising out of any of or related to the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromfollowing:

Indemnification by Purchaser. Purchaser shall indemnifybe liable for, defend shall indemnify Seller and hold Sellerits officers, its directors, affiliates and employees for, shall hold harmless, protect and defend Seller and its and their respective officers, directors, managers, officers, affiliates and employees, agentsfrom and against, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for for, any Losses suffered or incurred by any Seller Indemnitee which result from:and all Seller's Damages (as defined in Section 6.2(b)).

Indemnification by Purchaser. Purchaser shall indemnify, defend defend, save and hold each Seller, its affiliates each Seller’s Affiliates and its and their respective directorsthe Representatives of any of them (collectively, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall against, and will reimburse the applicable Seller Indemnitee for Indemnitees for, any and all Losses suffered or incurred by any Seller Indemnitee which result fromarising out of:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify each of Seller and hold Seller, its affiliates and its and each of their respective officers, directors, managers, officers, employees, agentsstockholders, agents and representatives and advisors (the “Seller Indemnitees”) against and hold it harmless from and shall reimburse the applicable Seller Indemnitee for any Losses Loss suffered or incurred by any such Seller Indemnitee which result arising from, relating to or otherwise in respect of:

Indemnification by Purchaser. Purchaser shall indemnify, protect, defend and hold Seller, its affiliates and its respective officers and their respective directors, managerspartners, officers, employees, agents, agents and representatives and advisors (the “Seller Indemnitees”) any person claiming by or through any of them, harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered against all Losses, which arise out of or incurred by any Seller Indemnitee which result from:

Indemnification by Purchaser. The Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates the Seller and its and their respective officers, directors, managers, officers, employees, agents, representatives employees and advisors (the “Seller Indemnitees”) agents harmless from and shall reimburse against any loss, damage or expense (including reasonable attorneys’ fees) caused by or arising out of any claim made against the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromSeller:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold SellerSeller and each of its officers, its affiliates and its and their respective directors, managers, officersaffiliates, employees, agentsagents and shareholders, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered and all losses, liabilities, damages, cost and expenses (including reasonable attorneys' fees) asserted against or incurred by Seller, or any Seller Indemnitee which result fromof its officers, directors, affiliates, employees, agents and shareholders, resulting from or arising out of or in connection with:

Indemnification by Purchaser. Subject to the limitations set forth herein, Purchaser shall indemnify, defend and hold Seller, its affiliates harmless Seller and its and their respective directorssuccessors, managersassigns, officers, directors, employees, agents, representatives agents and advisors affiliates (the “Seller Indemnitees”"Seller's Indemnified Persons") harmless from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered arising out of, based upon or incurred by any Seller Indemnitee which result fromrelating to:

Indemnification by Purchaser. (a) Purchaser shall hereby agrees to indemnify, defend and hold Sellerharmless Seller and each of its affiliates, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless agents from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered or Claim incurred by any Seller Indemnitee which result fromor asserted against it in connection with or arising out of:

Indemnification by Purchaser. Purchaser shall indemnify, defend defend, save and hold Seller, its affiliates Seller and its and their respective officers, directors, managers, officers, employees, agentsaffiliates and agents (collectively, representatives and advisors (the “"Seller Indemnitees”") harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered and all demands, claims, actions or incurred by any Seller Indemnitee which result from:causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend hereby agrees to indemnify and hold Seller, its affiliates Affiliates, shareholders, officers, directors and its employees, and their respective directorslegal representatives, managerssuccessors and assigns, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse against any and all Adverse Consequences the applicable Seller Indemnitee for any Losses suffered indemnitees may suffer, caused by, relating to, in the nature of, arising out of or incurred by any Seller Indemnitee which result resulting from:,

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold harmless Seller and Seller’s representatives, its affiliates Affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless agents from and shall reimburse the applicable Seller Indemnitee for against any and all Indemnity Losses suffered resulting from or incurred by any Seller Indemnitee which result fromrelating to:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, harmless Seller and any of its affiliates and its and their respective directors, managersaffiliates, officers, employeesdirectors, members, employees and agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee and any such other person or entity, on demand, for any Losses suffered or incurred by Damages resulting from any Seller Indemnitee which result fromof the following:

Indemnification by Purchaser. Purchaser shall indemnifyindemnify and defend, defend save and hold Seller, its affiliates and its Affiliates, and their respective directors, managers, officers, employees, agents, representatives officers and advisors employees (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered arising out of or incurred by any Seller Indemnitee which result resulting from:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates stockholders, Affiliates and its and their respective officers, directors, managers, officers, employees, employees and agents, representatives and advisors (the “Seller Indemnitees”) harmless from and against, and shall reimburse the applicable Seller Indemnitee for indemnify it or them for, any Losses suffered and defend against any Claims incurred before or incurred by any Seller Indemnitee which result after the Sale Date to the extent resulting from:

Indemnification by Purchaser. Purchaser shall hereby agrees to indemnify, defend and hold Seller, harmless Seller (which term in this Article IX includes its affiliates and its and their respective directors, managers, officers, employeesdirectors, agents, representatives advisors and advisors (the “Seller Indemnitees”employees) harmless from and shall reimburse against any and all losses, damages, liabilities and expenses, including, without limitation, legal fees and court costs, which Seller may become subject to as the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromof:

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend and hold indemnify Seller, its affiliates and its and each of their respective officers, directors, managers, officers, employees, agentsstockholders, agents and representatives against, and advisors (the “Seller Indemnitees”) agrees to hold them harmless from, any Loss, for or on account of or arising from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromin connection with or otherwise with respect to:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates harmless Seller and its and their respective stockholders, directors, managers, officers, employeesemployees and other agents (collectively, agents, representatives and advisors (the “"Seller Indemnitees”") harmless from in respect of any and shall reimburse the applicable Seller Indemnitee for any all Losses suffered asserted against or incurred by any Seller Indemnitee which as a result from:of, in connection with, or arising out of any of the Assumed Liabilities. 11.03

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates each Seller and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) Related Parties harmless from and shall reimburse the applicable such Seller Indemnitee and its Related Parties for any Losses suffered or incurred by any such Seller Indemnitee which or its Related Parties that result fromfrom or arise out of:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates and its harmless each of the Sellers and their respective directorsAffiliates and their respective Representatives (collectively, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall against, and pay or reimburse the applicable Seller Indemnitees for all Losses incurred by or imposed upon such Seller Indemnitee for any Losses suffered and resulting from, arising out of or incurred by any Seller Indemnitee which result fromrelated to:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, harmless Seller and any of its affiliates and its and their respective directors, managersaffiliates, officers, employeesdirectors, agentsmembers, representatives employees and advisors (the “Seller Indemnitees”) harmless from agents and shall reimburse the applicable Seller Indemnitee each such person on demand for any Losses suffered or incurred by Damages resulting from any Seller Indemnitee which result fromof the following:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold harmless Seller, its affiliates and its and their respective Affiliates, directors, managers, officers, employees, employees and agents, representatives and advisors (and, effective upon the “Seller Indemnitees”) harmless Closing, Seller, from and shall reimburse against any and all Damages that arise out of any breach by Purchaser of any of its representations and warranties or covenants contained in this Agreement or any of the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:other Purchaser Documents.

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates Affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

Indemnification by Purchaser. The Purchaser shall indemnify, defend and hereby agrees to indemnify and hold harmless the Seller, its affiliates and its and their respective directorsaffiliates, managerssuccessors, assigns, officers, employeesand directors, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered loss, cost, damage, deficiency, liability, or incurred expense (including reasonable attorneys' fees) caused by any Seller Indemnitee which result fromor arising out of:

Indemnification by Purchaser. Up to an amount equal to the Purchase Price, Purchaser shall indemnify, defend and hold Seller, its affiliates harmless Seller and its officers and their respective directorsdirectors from, managers, officers, employees, agents, representatives against and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for with respect to any Losses suffered arising out of or incurred by in connection with any Seller Indemnitee which result fromof the following:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold harmless Seller, its affiliates and its Parent and their respective directors, managersstockholder, officers, employees, agents, representatives consultants, representatives, Affiliates, successors and advisors (the “Seller Indemnitees”) harmless assigns from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered and all Losses, as a result of, or incurred by any Seller Indemnitee which result frombased upon or arising out of:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates ---------------------------- harmless Seller and its and their respective stockholders, directors, managers, officers, employeesemployees and other agents (collectively, agents, representatives and advisors (the “"Seller Indemnitees”") harmless from in respect of any and shall reimburse the applicable Seller Indemnitee for any all Losses suffered asserted against or incurred by any Seller Indemnitee which as a result from:of, in connection with, or arising out of any of the Assumed Liabilities.

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold harmless Seller, its affiliates and its and Affiliates, their respective officers, directors, managers, officers, employees, employees and agents, representatives and advisors (which indemnification obligation shall not exceed the “Seller Indemnitees”) harmless aggregate the amount of the Purchase Price, from and shall reimburse against, any and all Losses based upon, in connection with, arising out of, or resulting from any of the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromfollowing:

Indemnification by Purchaser. Purchaser shall indemnify, defend agrees to indemnify and hold Seller, its affiliates harmless Seller and its respective Affiliates and their respective officers, directors, members, managers, officersshareholders, agents, employees, agentsother representatives, representatives successors and advisors (the “Seller Indemnitees”) harmless assigns from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered or and all Loss and Expense incurred by any Seller Indemnitee which result them in connection with or arising from:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold harmless Seller, its affiliates Holdings and its the Shareholder, and their respective successors and assigns in interest, and each of their respective directors, managersofficers, officersshareholders, employees, agents, representatives subsidiaries and advisors affiliates (the “Seller Indemnitees”) harmless from and shall against and will reimburse the applicable Seller Indemnitee for Indemnitees for, any Losses that may be incurred or suffered by the Seller Indemnitees arising or incurred by resulting from or in connection with any Seller Indemnitee which result fromof the following:

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify, defend be liable for and shall indemnify and hold Seller, its affiliates and its harmless each Seller and their respective directorsRepresentatives (collectively, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) against and hold each of them harmless from and shall reimburse the applicable Seller Indemnitee for any Losses Loss suffered or incurred by any such Seller Indemnitee which result arising out of, resulting from, involving or otherwise in respect of:

Indemnification by Purchaser. Purchaser shall indemnify, defend and hold Seller, its affiliates The Seller and its and their respective directorsAffiliates, managersRepresentatives, officers, directors, employees, agentssuccessors and assigns shall be indemnified and held harmless by the Purchaser for and against any and all Losses, representatives and advisors (the “Seller Indemnitees”) harmless arising from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result fromin connection with:

Indemnification by Purchaser. Purchaser shall indemnify, defend defend, and hold harmless Seller, its affiliates each director, officer, member, manager, employee and its agent of Seller, and their respective directorsheirs, managerssuccessors and permitted assigns (collectively, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless at, and at any time after, the Closing, from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered asserted against, resulting to, imposed upon or incurred by the Seller Indemnitees, directly or indirectly, by reason of, resulting from, incident to or arising in connection with any Seller Indemnitee which result fromof the following:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller and Shareholder, and each of Seller's officers, its affiliates and its and their respective directors, managers, officersaffiliates, employees, agentsagents and shareholders, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for against any Losses suffered and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) asserted against or incurred by Seller and Shareholder, or any Seller Indemnitee which result fromof Seller's officers, directors, affiliates, employees, agents and shareholders, resulting from or arising out of or in connection with:

Indemnification by Purchaser. The Purchaser shall indemnify, defend indemnify and hold Sellerharmless the Vendor, its affiliates and its Affiliates and their respective directors, managers, officers, employees, agents, representatives directors and advisors (the “Seller Indemnitees”) harmless officers from and shall reimburse against any and all damages, claims, losses, liabilities, fines, penalties and expenses incurred or suffered by the applicable Seller Indemnitee for any Losses suffered Vendor, its Affiliates or incurred by any Seller Indemnitee which result fromtheir respective directors and officers arising from or relating to:

Indemnification by Purchaser. Purchaser shall indemnify, defend Seller and hold Seller, each of its affiliates and its and their respective directors, managersAffiliates, officers, directors, employees, agents, representatives successors and advisors (the “Seller Indemnitees”) assigns shall be indemnified and held harmless from and shall reimburse the applicable Seller Indemnitee by Purchaser for any and all Losses suffered out of or incurred by any Seller Indemnitee which result resulting from:

Indemnification by Purchaser. Purchaser shall indemnify, agrees to indemnify and defend and hold Seller, its affiliates officers, directors, shareholders, agents and each of its and their respective directors, managers, officers, employees, agents, representatives and advisors Affiliates (the “Seller IndemniteesIndemnified Parties”) against, and agrees to hold it and them harmless from and shall reimburse the applicable Seller Indemnitee for from, any Losses incurred or suffered or incurred by any of the Seller Indemnitee which result fromIndemnified Parties relating to or arising out of any of the following:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold Seller, its affiliates and its harmless Sellers and their respective officers, directors, managers, officers, employees, agentsagents and other representatives (collectively, representatives "Purchaser Indemnified Persons"), in respect of any and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for all Losses incurred by, imposed upon or asserted against any Losses suffered or incurred by any Seller Indemnitee which result fromPurchaser Indemnified Person in connection with:

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend and hold Seller, its affiliates indemnify Seller and its Affiliates, and each of their respective officers, directors, managers, officers, employees, agentsstockholders, agents and representatives and advisors (the “Seller Indemnitees”) against and hold them harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or Loss incurred by any such Seller Indemnitee which result directly arising from:

Indemnification by Purchaser. Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller and such Seller, its affiliates and its and their respective 's directors, managersshareholders, officers, employees, agents, representatives representatives, affiliates, successors and advisors (the “Seller Indemnitees”) harmless assigns from and shall reimburse the applicable Seller Indemnitee for against any and all Losses suffered or incurred by any Seller Indemnitee which result fromarising out of:

Indemnification by Purchaser. Purchaser shall indemnify, defend indemnify and hold harmless Seller, its affiliates and its any Affiliate of Seller, and their respective officers, directors, managers, officersstockholders, employees, agents, agents and representatives and advisors (the each a “Seller IndemniteesIndemnitee”) harmless from and shall reimburse after the applicable Closing Date from and against any Damages actually incurred by such Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which as a result fromof:

Indemnification by Purchaser. From and after the Effective Time, Purchaser shall be obligated to indemnify, defend and hold Seller, its affiliates harmless Seller and its Affiliates and their respective directors, managers, officers, employeesemployees and agents (collectively, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and against, and shall reimburse the applicable Seller Indemnitee for Indemnitees for, any Losses suffered that are imposed on or incurred by any Seller Indemnitee which result fromthat results from or arises out of any one or more of the following:

Indemnification by Purchaser. Purchaser shall indemnifyshall, defend and hereby does, indemnify and hold harmless Seller, its affiliates and its his personal representatives, heirs, and their respective directorssuccessors (collectively, managers, officers, employees, agents, representatives and advisors (the “"Seller Indemnitees”") harmless at all times from and shall reimburse after the applicable date of this Agreement, from and against any and all Damages which may now or in the future be paid, incurred, or suffered by, or asserted by any Person against any of the Seller Indemnitee for any Losses suffered Indemnitees resulting or arising from or incurred by in connection with any Seller Indemnitee which result from:one or more of the following ("Proceeding"):