Common use of Indemnification from Buyer Clause in Contracts

Indemnification from Buyer. Buyer agrees to and shall ---------------------------- indemnify, defend (with legal counsel reasonably acceptable to the Seller) and hold the Seller, its affiliates, shareholders, officers, directors, employees, agents, legal counsel, successors and assigns (the "Sellers Group") harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonably attorneys' fees and costs of any suit related thereto) suffered or incurred by any of the Sellers Group, arising from (a) any misrepresentation by, or breach of any covenant or warranty of Buyer contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Buyer hereunder; (b) any nonfulfillment of any agreement on the part of Buyer under this Agreement; (c) from any material misrepresentation in or material omission from, any exhibit, certificate or other agreement or instrument furnished or to be furnished to the Seller hereunder; or (d) any suit, action, proceeding, claim or investigation against the Seller which arises from or which is based upon or pertaining to Buyer' conduct or the operation or liabilities of any business related to G▇▇▇ Hair Track-Mail Software prior to the Closing.

Indemnification from Buyer. Buyer agrees to and shall ---------------------------- indemnify, defend (with legal counsel reasonably acceptable to the SellerCompany) and hold the SellerCompany, its affiliatesthe Partnership, shareholdersBahrami, the Members, and Limit▇▇ ▇▇▇▇ners, and their agents, officers, directors, shareholders, employees, affiliates, parent, agents, legal counsel, successors and assigns assigns, (collectively, the "Sellers Company's Group") harmless at all times after the date of the Agreement from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonably attorneys' attorneys fees and costs of any suit related thereto) suffered or incurred by any or all of the Sellers Company's Group, arising from (a) any material misrepresentation by, or material breach of any covenant or warranty of Buyer contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Buyer hereunder; (b) any nonfulfillment of any material agreement on the part of Buyer under this Agreement; (c) arising from or pertaining to any litigation against any Member of the Company's Group resulting from any material misrepresentation in or material omission from, any exhibit, certificate or other agreement or instrument furnished or to be furnished activities of a representative of the Buyer subsequent to the Seller hereunder; execution of this Agreement until the Closing Date or (d) any suit, action, proceeding, claim or investigation against any member of the Seller Company's Group which arises from or which is based upon or pertaining to Buyer' conduct or the operation or liabilities of any business related to G▇▇▇ Hair Track-Mail Software prior the Business subsequent to the ClosingClosing Date.