Common use of Extent of Indemnity Clause in Contracts

Extent of Indemnity. Buyer agrees to indemnify and hold harmless Seller ------------------- from and against: (a) Any loss, liability, claim, obligation, damage or deficiency arising out or resulting from any material misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of the Buyer. (b) Any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from operation or ownership of the Business, the Facility or Assets after the Closing Date; (c) Any actions, judgements, costs and expenses (including reasonable actual fees of attorneys and all other expenses incurred by Seller in investigating, preparing for, or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section 11.08. (d) Any and all claims arising as a result of any assumed Liability on or after the Effective Date. For the purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, deficiencies, costs, expenses and fees shall be hereinafter referred to as "Damage" or "Damages".

Extent of Indemnity. Buyer agrees to indemnify and hold harmless Seller ------------------- from and against: (a) Any loss, liability, claim, obligation, damage or deficiency arising out or resulting from any material misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of the Buyer. (b) Any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from operation or ownership of the Business, the Facility or Assets after the Closing Date; (c) Any actions, judgements, costs and expenses (including reasonable actual fees of attorneys and all other expenses incurred by Seller in investigating, preparing for, or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section 11.08.; (d) Any and all claims arising as a result of any under the assumed Liability Liabilities on or after the Effective Date. For the purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, deficiencies, costs, expenses and fees shall be hereinafter referred to as "Damage" or "Damages".