Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. (a) Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to Section 11.6 hereof, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Purchaser hereby covenants and agrees with the Seller to indemnify and hold Seller and Seller, its directors, officers, employees, Affiliates, agents, attorneysemployees and shareholders, representatives, and each of its successors and permitted assigns (collectivelyindividually, the an “Seller Indemnified PartiesParty”) harmless from and against), and pay to the applicable Seller Indemnified Parties the amount ofhold them harmless from, against and in respect of any and all Damages based upon or resulting fromincurred by any of them in connection with:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller and its respective directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to Section 10.6, Purchaser hereby agrees to shall indemnify Sellers and hold Seller their respective Affiliates, and its directorstheir respective employees, officers, employees, Affiliates, agents, attorneys, representativesdirectors, successors and permitted assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) and agree to reimburse and hold them harmless from and against, against all Losses incurred or suffered by any of them and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon arising out of or resulting fromfrom any of the following:

Indemnification by Purchaser. (a) Purchaser hereby agrees to indemnify indemnify, defend and hold save harmless Seller and its directors, officers, employees, Affiliatesaffiliates, agents, attorneysadvisors, representatives, successors shareholders and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from from, against and against, and pay to the applicable Seller Indemnified Parties the amount of, in respect of any and all Damages based upon Losses incurred or resulting from:suffered by any Seller Indemnified Party arising out of, or related to, the following (each, a “Seller Claim”):

Indemnification by Purchaser. (a) Subject to Section 5.3(b), the Purchaser hereby agrees to shall indemnify and hold Seller save harmless the Vendors and its their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, successors employees and permitted assigns shareholders (collectivelyin this Section, the “Seller Indemnified Parties”) harmless ), on an after-Tax basis, from and againstagainst all Claims which may be made or brought against the Indemnified Parties, and pay to the applicable Seller Indemnified Parties the amount ofor which they may suffer or incur, any and all Damages based upon directly or resulting fromindirectly as a result of or in connection with:

Indemnification by Purchaser. (a) Subject to Section 8.4, Purchaser hereby agrees to indemnify and hold Seller Seller, its Affiliates and its officers, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from after the RFS Closing and againstthe RFCIL Closing, as applicable, against and in respect of, and pay agree to hold the applicable Seller Indemnified Parties the amount ofharmless from, any and all Damages based upon Losses asserted against, imposed on, incurred by or suffered by any Seller Indemnified Party arising out of or resulting fromfrom any of the following:

Indemnification by Purchaser. (a) Subject to Section 10.10, Purchaser hereby agrees to indemnify shall indemnify, promptly defend and hold Seller harmless the Sellers and its directorsMember Guarantors and their respective affiliates and subsidiaries, and their respective partners, members, employees, officers, employeesdirectors, Affiliates, agents, attorneys, representatives, successors agents and permitted assigns representatives (collectively, the “Seller Purchaser Indemnified Parties”) harmless ), from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages based upon Losses relating to, resulting from or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to Section 7.3 and Section 7.4, Purchaser hereby agrees to shall indemnify and hold Seller harmless Seller, its Representatives and its directors, officers, employees, Affiliates, agents, attorneys, representatives, Affiliates and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from from, against and against, and pay to the applicable Seller Indemnified Parties the amount of, in respect of any and all Damages Losses which Seller suffers based upon upon, arising out of or resulting fromincurred as a result of any of the following:

Indemnification by Purchaser. (a) Subject to Section 10.5 and 10.6 hereof, Purchaser hereby agrees to indemnify and hold Seller the Sellers and its their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to the limitations set forth in Sections 7.1 and 7.4 hereof, Purchaser hereby agrees to indemnify and hold Seller Seller, and its directorsany manager, officersmember, employeesdirector, Affiliatesofficer, agentsemployee, attorneys, representatives, successors and permitted assigns equity holder or Affiliate thereof (collectively, collectively the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages based Losses imposed upon or resulting fromincurred by any Seller Indemnified Party (any of such losses, a “Seller Claim”), as a result of or in connection with any of the following:

Indemnification by Purchaser. (a) Subject to Section 11.5, Purchaser hereby agrees to indemnify and hold Seller Sellers and its directors, officers, employees, their Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Section 8.4, Purchaser hereby agrees to indemnify Seller, their respective Affiliates and hold Seller and its their respective officers, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from after the Closing against and againstin respect of, and pay agree to hold the applicable Seller Indemnified Parties the amount ofharmless from, any and all Damages based upon Losses asserted against, imposed on, incurred by or suffered by any Seller Indemnified Party arising out of or resulting fromfrom any of the following:

Indemnification by Purchaser. (a) Subject to Sections 10.1, 10.5 and 10.6 hereof, Purchaser hereby agrees to indemnify indemnify, defend and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to Section 7.3 to Section 7.5 below, the Purchaser hereby agrees to indemnify defend, indemnify, reimburse and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns Sellers (collectively, the “Seller Seller’s Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon Losses incurred or resulting fromsuffered by any of the Seller’s Indemnified Parties in connection with, relating to or as a result of:

Indemnification by Purchaser. (a) Purchaser hereby agrees to indemnify and hold in full Seller and its officers, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors shareholders and permitted assigns partners (collectively, the “Seller Indemnified Parties”) and hold them harmless from and againstagainst any loss, and pay to liability, deficiency, Claims, damage, expense or cost (including reasonable legal expenses), which the applicable Seller Indemnified Parties the amount may suffer, sustain or become subject to as a result of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Section 11.5 hereof, Purchaser hereby agrees to indemnify and hold Seller the Selling Holders and its their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller "Purchaser Indemnified Parties”") harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller and its Affiliates and their respective directors, officers, employees, Affiliatesstockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages Losses based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Section 8.4, Purchaser hereby agrees to indemnify and hold Seller Seller, its Affiliates and its officers, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from after the Closing against and againstin respect of, and pay agrees to hold the applicable Seller Indemnified Parties the amount ofharmless from, any and all Damages based upon Losses asserted against, imposed on, incurred by or suffered by any Seller Indemnified Party arising out of or resulting fromfrom any of the following:

Indemnification by Purchaser. (a) Subject to the following sentence and Section 9.4, Purchaser hereby agrees to indemnify and hold Seller and RFC, its directorsAffiliates, officers, directors, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from after the Closing against and againstin respect of, and pay agree to hold the applicable Seller Indemnified Parties the amount ofharmless from, any and all Damages based upon Losses asserted against, imposed on, incurred by or suffered by any Seller Indemnified Party arising out of or resulting fromfrom any of the following:

Indemnification by Purchaser. (a) Subject to Sections 11.1 and 11.4(a), Purchaser hereby agrees to indemnify and hold each Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller Holdings or Sxxxxxx and its their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Sxxxxxx Indemnified Parties”) harmless from and against, and pay to the applicable Seller Sxxxxxx Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to Section 9.5 hereof, the Purchaser hereby agrees to reimburse, defend, indemnify and hold Seller harmless the Sellers and its their respective directors, officers, employees, Affiliatesstockholders, members, managers, partners, agents, attorneys, 4306983-11 representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses relating to, based upon upon, resulting from or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to the terms and conditions of Section 11.4, Purchaser hereby agrees to indemnify indemnify, defend and hold harmless the Seller Parties and its directors, officers, employees, Affiliates, agents, attorneys, representatives, their respective successors and permitted assigns (collectively, the each a “Seller Indemnified PartiesIndemnitee”) harmless from and or against, for and pay to the applicable Seller Indemnified Parties the amount in respect of, any and all Damages Losses suffered, sustained, incurred or required to be paid by any Seller Indemnitee arising out of, based upon upon, in connection with or resulting fromas a result of:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses arising out of, based upon upon, attributable to or resulting from:

Indemnification by Purchaser. (a) Subject to Sections 10.1 and 10.5, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to the applicable provisions of Section 8.08, Purchaser hereby agrees to shall indemnify and hold harmless Seller and its directorssuccessors, officersshareholders, employees, Affiliates, agents, attorneysEmployees, representatives, successors Affiliates and permitted assigns agents (collectively, the “Seller Indemnified Parties”) harmless from and against, against any and pay to the applicable all Indemnity Losses incurred by or asserted against any of Seller Indemnified Parties the amount of, any and all Damages based upon directly or resulting fromindirectly arising from or relating to:

Indemnification by Purchaser. (a) Subject to Section 10.5 hereof, Purchaser hereby agrees to indemnify and hold Seller Parent, Seller and its their directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors attorneys and permitted assigns representatives (collectively, the “"Seller Indemnified Parties”") harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to Section 8.5 hereof, Purchaser hereby agrees to reimburse, defend, indemnify and hold Seller harmless the Sellers and its their respective directors, officers, employees, Affiliatesstockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses relating to, based upon upon, resulting from or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to the provisions of this Article XI, Purchaser hereby agrees to shall indemnify and hold Seller the Sellers and its their Affiliates, together with their respective members, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses incurred by a Seller Indemnified Party based upon upon, attributable to or resulting primarily from:

Indemnification by Purchaser. (a) Purchaser Subject to Section 8.5 hereof, the Purchasers hereby agrees agree to reimburse, defend, indemnify and hold Seller harmless the Sellers and its their respective directors, officers, employees, Affiliatesstockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses relating to, based upon upon, resulting from or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to Section 11.1, Purchaser hereby agrees to indemnify shall indemnify, defend and hold harmless Seller and its directorsAffiliates, officers, directors, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “each a "Seller Indemnified Parties”Party") harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, for any and all Damages based upon Losses actually suffered or incurred by them, arising out of or resulting from:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller the Sellers and its their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) From and after the Closing, subject to Sections 9.1, 9.3(b) and ‎9.5, Purchaser hereby agrees to shall indemnify and hold Seller harmless Sellers and its directors, officers, employees, their respective Affiliates, agents, attorneys, representatives, Representatives and successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to against any Losses incurred by any of the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting arising directly from:

Indemnification by Purchaser. (a) Subject to Section 9.7, Purchaser hereby agrees to indemnify and hold Seller and its their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses based upon or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller Company, the Stockholder and its their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to Section 8.8, Purchaser hereby agrees to shall indemnify Seller, its Affiliates and hold Seller and its each of their respective officers, directors, officers, employees, Affiliatesstockholders, agents, attorneys, representatives, successors agents and permitted assigns Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) harmless from and against, and pay agrees to hold them harmless from, any Loss, as incurred (payable promptly upon written request), to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon extent arising from or resulting fromin connection with or otherwise with respect to:

Indemnification by Purchaser. (a) Subject to Section 9.5 hereof, the Purchaser hereby agrees to reimburse, defend, indemnify and hold Seller harmless the Seller, the Principals and its their respective directors, officers, employees, Affiliatesstockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses relating to, based upon upon, resulting from or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses arising out of, based upon upon, attributable to or resulting from:

Indemnification by Purchaser. (a) Subject to the limitations expressly set forth in Section 11.7 and Section 11.8, Purchaser hereby agrees to indemnify indemnifies and hold holds harmless Seller and its Affiliates and their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, successors officers and permitted assigns employees (collectively, the “Seller Indemnified Parties”) harmless from and against, and shall pay to Seller the applicable Seller Indemnified Parties the amount monetary value of, any and all Damages based upon Losses incurred or suffered by Seller Indemnified Parties directly or indirectly to the extent arising out of, relating to or resulting fromfrom any of the following:

Indemnification by Purchaser. (a) Subject to Sections 9.1 and 9.5, Purchaser hereby agrees to indemnify and hold Seller and its officers, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors agents and permitted assigns (collectively, the “Seller Indemnified Parties”) Affiliates harmless from and againstagainst any Losses incurred by them related to, and pay to the applicable Seller Indemnified Parties the amount or arising directly or indirectly out of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employeesRepresentatives, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “"Seller Indemnified Parties”") harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to the provisions of this Article XI, Purchaser hereby agrees to shall indemnify and hold Seller and its Affiliates, together with their respective members, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses incurred by a Seller Indemnified Party based upon upon, attributable to or resulting primarily from:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages based upon or resulting fromLosses:

Indemnification by Purchaser. (a) Subject to Section 9.5 hereof, the Purchaser hereby agrees to reimburse, defend, indemnify and hold Seller harmless the Sellers and its their respective directors, officers, employees, Affiliatesstockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses relating to, based upon upon, resulting from or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to Sections 8.3 through 8.5, Purchaser hereby agrees to indemnify and Guarantor shall jointly and severally indemnify, hold Seller harmless, and its directorsdefend Sellers, and any of Sellers’ officers, employees, Affiliatesdirectors, agents, attorneys, representatives, successors and permitted assigns (collectively, at all times after the “Seller Indemnified Parties”) harmless date hereof from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages based upon Losses suffered or resulting fromincurred by any such party by reason of, or arising out of any of the following:

Indemnification by Purchaser. (a) Subject to the limits set forth in Section 8.4(b), Purchaser hereby agrees to indemnify indemnify, defend and hold Seller Seller, its Subsidiaries and its directors, officers, employees, Affiliates, agents, attorneys, representatives, successors Affiliates and permitted assigns their respective officers and directors (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, in respect of any and all Damages based upon Losses that any of them may incur arising out of, in connection with, relating to or resulting fromcaused by:

Indemnification by Purchaser. (a) Subject to Section 8.5 hereof, Purchaser hereby agrees to reimburse, defend, indemnify and hold Seller harmless the Company and its directors, officers, employees, Affiliatesstockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller "Company Indemnified Parties”") harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, against any and all Damages Losses relating to, based upon upon, resulting from or resulting fromarising out of:

Indemnification by Purchaser. (a) Subject to the other provisions of this Section 7.1, Purchaser hereby agrees to shall indemnify Seller, its Subsidiaries and hold Seller their present and its former directors, officers, employees, Affiliates, agents, attorneys, representatives, successors employees and permitted assigns agents (collectively, the “"Seller Indemnified Parties”") harmless from and against, against and pay to the applicable Seller Indemnified Parties the amount of, in respect of any and all Damages based upon Losses incurred by a Seller Indemnified Party, which may be imposed on, sustained, incurred or resulting fromsuffered by or assessed against a Seller Indemnified Party, directly or indirectly, to the extent relating to or arising out of:

Indemnification by Purchaser. (a) Subject to Section 11.5, Purchaser hereby agrees to indemnify and hold Seller Sellers and its their directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:

Indemnification by Purchaser. (a) Subject to Sections 9.1 and 9.5, Purchaser hereby agrees to indemnify and hold Seller and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors representatives and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to against any Losses incurred by any of the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting from:arising directly from (i) any breach of the representations, warranties, covenants or agreements made by Purchaser in this Agreement, (ii) any Assumed Liability or (iii) any Purchased Asset.

Indemnification by Purchaser. (a) Subject to Section 7.08, Purchaser hereby agrees to shall indemnify Seller, its Affiliates and hold Seller and its each of their respective officers, directors, officers, employees, Affiliatesstockholders, agents, attorneys, representatives, successors agents and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and representatives against, and pay agrees to hold them harmless from, any Loss, as incurred (payable promptly upon written request), to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon extent arising from or resulting fromin connection with or otherwise with respect to:

Indemnification by Purchaser. (a) Purchaser hereby agrees to indemnify and hold the Seller and its respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “"Seller Indemnified Parties”" and together with the Purchaser Indemnified Parties, "Indemnified Parties") harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, of any and all Damages based upon Losses, to the extent arising from or resulting fromrelated to:

Indemnification by Purchaser. (a) Subject to Section 8.4, Purchaser hereby agrees to indemnify Sellers, their respective Affiliates and hold Seller and its their respective officers, directors, officers, employees, Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from after the Closing against and againstin respect of, and pay agree to hold the applicable Seller Indemnified Parties the amount ofharmless from, any and all Damages based upon Losses asserted against, imposed on, incurred by or suffered by any Seller Indemnified Party arising out of or resulting fromfrom any of the following:

Indemnification by Purchaser. (a) Purchaser hereby agrees to indemnify the Seller Parties and hold Seller and its directorstheir agents, employees, officers, employees, Affiliates, agents, attorneys, representativesdirectors, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) and hold them harmless from and againstagainst all claims, liabilities, damages, losses, costs and pay to expenses (including reasonable attorneys' fees) incurred or suffered by any of them and arising out of any of the applicable Seller Indemnified Parties the amount of, any and all Damages based upon or resulting fromfollowing:

Indemnification by Purchaser. (a) Subject to Section 10.1, Purchaser hereby agrees to shall indemnify and hold Seller harmless Seller, its Affiliates and its directorstheir respective officers, officersmanagers, employees, Affiliates, agents, attorneys, representatives, successors members and permitted assigns agents (collectively, the “Seller Indemnified Parties”) harmless from and againstagainst and in respect of Losses which any Seller Indemnified Party suffers or incurs, and pay either directly, or in connection with a Third Party Claim, to the applicable Seller Indemnified Parties the amount of, any and all Damages based upon extent arising out of or resulting from:

Indemnification by Purchaser. (a) Subject to Section 10.5, Purchaser hereby agrees to indemnify and hold Seller the Selling Stockholder and its respective general and limited partners, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Selling Stockholder Indemnified Parties”) harmless from and against, and pay to or reimburse the applicable Seller Selling Stockholder Indemnified Parties the amount of, any and all Damages based upon or resulting fromLosses: