Common use of By Seller Parties Clause in Contracts

By Seller Parties. The Seller Parties, jointly and severally as between Seller and the Principal Stockholders and severally as between Ampersand LP and Ampersand CF LP, shall indemnify, save and hold harmless the Buyer Parties, and their respective directors, officers, shareholders, owners, agents, Affiliates, Representatives, successors and assigns (each a “Buyer Indemnified Party”), from and against any and all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including interest, penalties, costs of mitigation, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of or resulting from: (i) any breach or inaccuracy of any representation or warranty of Seller contained in or made pursuant to this Agreement (including the Disclosure Schedule) or any of the Ancillary Agreements to which Seller is a party; (ii) any breach or inaccuracy of any representation or warranty of either of the Principal Stockholders contained in Article V of this Agreement; (iii) any breach, non-compliance, violation or non-fulfillment of any covenant or agreement of any of the Seller Parties contained in or made pursuant to this Agreement or any of the Ancillary Agreements to which Seller is a party; (iv) any Excluded Liability or any Excluded Asset, regardless of whether or not the Disclosure Schedule discloses any such Excluded Liability or Excluded Asset; (v) any Liability imposed upon any Buyer Party under any fraudulent transfer, bulk sales or similar laws by reason of such Buyer Party’s status as a transferee of the Business or the Assets; or (vi) any fees, expenses or other payments incurred or owed by any Seller Party to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

By Seller Parties. The Seller Parties, jointly and severally as between Seller and the Principal Stockholders and severally as between Ampersand LP and Ampersand CF LP, shall indemnify, save defend and hold harmless the Buyer Parties, and each of its Affiliates and their respective directors, officersRepresentatives, shareholders, ownerssuccessors, agents, Affiliates, Representatives, successors heirs and assigns (each each, a “Buyer Indemnified PartyPerson”), harmless from and against and will reimburse each Buyer Indemnified Person for any and all costsclaims, Taxes, assessments, Liabilities, damages, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, deficiencies and expenses (including, reasonable attorneys’ fees, experts’ fees and expenses and costs of suit (including travel expenses and discovery costs for such matters as transcripts, photocopying, subpoenas and telecopies)), whether or not involving, arising out of third-party claims), including interest, penalties, costs of mitigation, attorneys’ fees and all amounts paid in investigation, defense from or settlement of any of the foregoing related to a Third Party Claim (herein, collectively “Damages”), incurred in connection withor suffered by or threatened against any Buyer Indemnified Person as a result of, arising out of or resulting fromdirectly or indirectly relating to: (i) any breach of, or inaccuracy of in, any representation or warranty of made by Seller contained in this Agreement, any other Transaction Document, or made in any Schedule, instrument or certificate delivered pursuant to this Agreement (including the Disclosure Schedule) or any of the Ancillary Agreements to which Seller is a partyother Transaction Document; (ii) any breach fraud or inaccuracy misrepresentation of any representation or warranty of either of the Principal Stockholders contained in Article V of this AgreementSeller; (iii) any breach, non-compliance, breach or violation or non-fulfillment of any covenant covenant, obligation or agreement of any of the Seller Parties contained in or made pursuant to this Agreement or any of the Ancillary Agreements to which Seller is a partyother Transaction Document; (iv) any Excluded Liability the conduct of the Seller’s business (including the Business, the Retained Business, and the Shared Business) or any Excluded Asset, regardless the ownership or use of whether or not the Disclosure Schedule discloses any such Excluded Liability or Excluded AssetSeller’s properties and assets (including the Acquired Assets and the Retained Assets) prior to the Closing Date; (v) any Liability imposed upon any Buyer Party under any fraudulent transfer, bulk sales Employee Benefit Plan established or similar laws maintained by reason of such Buyer Party’s status as a transferee of the Business or the Assets; orSeller; (vi) any feesRetained Obligations; (vii) any Excluded Assets; and (viii) any Taxes due and payable by Seller for any period, expenses whether on, prior, or other payments incurred or owed by any Seller Party subsequent to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsClosing Date.

By Seller Parties. The Seller Parties, jointly and severally as between Seller and the Principal Stockholders and severally as between Ampersand LP and Ampersand CF LPseverally, shall indemnify, save and hold harmless the Buyer Parties, and their respective directors, officers, shareholders, owners, agents, Affiliates, Representatives, successors Affiliates (including for this purpose the Affiniti Companies) and assigns Representatives (each a “Buyer Indemnified Party”), from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including interest, penalties, costs of mitigation, diminution of value, losses in connection with any Environmental Law (including any clean-up or remedial action), damages to the environment, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of of, resulting from or resulting fromincident to: (i) any breach or inaccuracy of any representation or warranty of any of the Seller Parties contained in or made pursuant to this Agreement (including the Disclosure Schedule) or any of Agreement, the Ancillary Agreements to which any Seller Party is a partyparty (excluding the Employment Agreements), or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list delivered by any Seller Party pursuant hereto (without regard and without giving effect to any “materiality”, “Seller Material Adverse Effect” or similar qualification contained in any such representation or warranty); (ii) any breach or inaccuracy of any representation or warranty of either of the Principal Stockholders contained in Article V of this Agreement; (iii) any breach, non-compliance, violation or non-fulfillment of any covenant or agreement of any of the Seller Parties contained in or made pursuant to this Agreement or any of Agreement, the Ancillary Agreements to which any Seller Party is a partyparty (excluding the Employment Agreements), or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list delivered by any Seller Party pursuant hereto (without regard and without giving effect to any “materiality”, “Seller Material Adverse Effect” or similar qualification contained in any such covenant or agreement); (iviii) any Excluded Liability or and any other Liability of any Seller Party that is not expressly an Assumed Liability (including under Section 9.8), and any Excluded Asset, regardless of whether or not the Disclosure Schedule discloses any such Excluded Liability, other Liability of any Seller Party or Excluded Asset; (iv) Taxes of either of the Affiniti Companies, or Taxes of any other Person imposed on either of the Affiniti Companies as transferee or successor, by any Contract primarily related to Taxes or otherwise, for any Pre-Closing Tax Period (including any Taxes imposed pursuant to Part 7 of the ITEPA in respect of any Capital Stock acquired prior to the Closing), to the extent that such Taxes exceed the Affiniti Tax Reserve, except to the extent such Taxes are Transfer Taxes for which the Buyer is liable pursuant to Section 2.7 hereof; (v) any U.K. Withholding Taxes attributable to any Pre-Closing Tax Period; (vi) any Liability imposed upon any Buyer Party under any fraudulent transfer, bulk sales or similar laws by reason of such a Buyer Party’s status as a transferee of the Business or the AssetsAssets for purposes of any fraudulent transfer laws or the failure of any Party to comply with any bulk sales laws and similar laws as set forth in Section 9.7; (vii) any Liability under or related to (a) the Affiniti Loan, the Affiniti Overdraft Facility or the Affiniti Accrued Officer Salaries or any related guarantees, security interests or pledges or (b) any intercompany accounts payable or accrued liabilities between or among any Seller Parties or the Affiniti Companies or any related guarantees, security interests or pledges; or (viviii) any Tax Liability to the extent set forth in the last sentence of Section 9.1; (ix) any fees, expenses or other payments incurred or owed by any Seller Party to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

By Seller Parties. The Seller PartiesEach Seller, jointly and severally as between Seller and the Principal Stockholders and severally as between Ampersand LP and Ampersand CF LPseverally, shall indemnify, save and hold harmless Buyer and its Representatives and each of Buyer’s direct and indirect stockholders, Affiliates and Subsidiaries (including, following the Buyer PartiesClosing, the Company), and each of their respective directorsRepresentatives (collectively, officers, shareholders, owners, agents, Affiliates, Representatives, successors and assigns (each a the “Buyer Indemnified PartyIndemnitees”), from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including interest, penalties, costs consequential damages and other losses resulting from any shutdown or curtailment of mitigationoperations, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of of, resulting from or resulting from: incident to (i) any breach or inaccuracy of any representation or warranty or the inaccuracy of any representation made by any Seller contained Party in or made pursuant to ARTICLE III of this Agreement (including in each case, without giving effect to materiality qualifications or Material Adverse Effect qualifications in determining the Disclosure Schedule) or any amount of the Ancillary Agreements to which Seller is a party; Damages); (ii) any breach or inaccuracy of any representation or warranty or the inaccuracy of either of the Principal Stockholders contained any representation made by such Seller in Article V or pursuant to ARTICLE IV of this Agreement; Agreement (in each case, without giving effect to materiality qualifications or Material Adverse Effect qualifications in determining the amount of Damages); (iii) any breach, non-compliance, violation or non-fulfillment breach of any covenant or agreement of any of made by the Seller Parties contained Company in or made pursuant to this Agreement or any of the Ancillary Agreements to which Seller is a party; Agreement; (iv) any Excluded Liability breach of any covenant or any Excluded Asset, regardless of whether agreement made by such Seller in or not the Disclosure Schedule discloses any such Excluded Liability or Excluded Asset; pursuant to this Agreement; (v) any Liability imposed claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any Buyer agreement or understanding alleged to have been made by any such Person with any Seller Party under (or any fraudulent transfer, bulk sales or similar laws Person acting on their behalf) in connection with any transactions contemplated by reason of such Buyer Party’s status as a transferee of the Business or the Assetsthis Agreement; or (vi) any fees, expenses Transaction Expenses that are unpaid as of the Closing and not reflected in the final calculation of Working Capital; (vii) any Claim or allegation that any Seller or other payments incurred or owed by any Seller Party Person is entitled to any agent, broker, investment banker or other firm or Person retained or employed by it amount in connection with Buyer’s acquisition of 100% of the transactions contemplated Units other than Cash Consideration or Equity Consideration allocable to Sellers in accordance with Section 1.2; (viii) any Taxes of the Company attributable to any Pre-Closing Tax Period, except to the extent that such Taxes are both (A) included in the calculation of Working Capital that is reflected on the Closing Statement and (B) taken into account in determining the Working Capital Adjustment Amount; or (ix) the Buyer’s failure to withhold a portion of the Consideration payable to such Seller. For purposes of clarifying the meaning of “several” indemnification by each Seller under this Section 8.2(a), (x) any portion of the Holdback Amount that is retained by Buyer Indemnitees pursuant to this ARTICLE VIII (other than for Claims for indemnification based solely on clause (ii) and/or (iv) of this Section 8.2(a), which are covered solely by clause (z) below) shall be deemed to have been “severally” recovered from all of the Sellers, (y) with respect to Claims for indemnification under this Section 8.2(a) (other than for Claims for indemnification based solely on clauses (ii), (iv) and/or (ix), which are covered solely by clause (z) below) that are not recovered from the Holdback Amount, (i) if any indemnification payment is owed, each Seller’s indemnification obligation pursuant to this ARTICLE VIII shall be equal to such Seller’s Pro Rata Percentage of the applicable Damages with respect to which the indemnification payment is made and (ii) such Claim shall be subject to Section 8.2(h), and (z) in the case of a Claim for indemnification against one or more Sellers based solely on clauses (ii), (iv) and/or (ix) of this Section 8.2(a), the Buyer Indemnitee shall have the right to (A) offset the applicable Damages from the portion of the Holdback Amount that would otherwise be allocable to the Seller(s) responsible for the breach (or, in the case of clause (ix), failure to withhold) that gave rise to such Claim (each, a “Responsible Seller”), in which case each Responsible Seller shall be obligated to promptly pay to the Buyer the amount of Damages arising from the breach (or, in the case of clause (ix), failure to withhold) that are allocable to such Responsible Seller to replenish such portion of the Holdback Amount; and (B) pursue the indemnification claim directly against each Responsible Seller responsible for such breach (or, in the case of clause (ix), from which a portion of the Consideration should have been withheld) in accordance with the terms of this Agreement (and each such Responsible Seller shall be required to indemnify the Ancillary AgreementsBuyer Indemnitees for all Damages arising from such Claim).

By Seller Parties. The Seller Parties, jointly and severally as between Seller and the Principal Stockholders and severally as between Ampersand LP and Ampersand CF LP, shall indemnify, save defend and hold harmless the Buyer Parties, and each of its Affiliates and their respective directors, officersRepresentatives, shareholders, ownerssuccessors, agents, Affiliates, Representatives, successors heirs and assigns (each each, a “Buyer Indemnified PartyPerson”), harmless from and against and will reimburse each Buyer Indemnified Person for any and all costsclaims, Taxes, assessments, Liabilities, damages, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, deficiencies and expenses (including, reasonable attorneys’ fees, experts’ fees and expenses and costs of suit (including travel expenses and discovery costs for such matters as transcripts, photocopying, subpoenas and telecopies)), whether or not involving, arising out of third-party claims), including interest, penalties, costs of mitigation, attorneys’ fees and all amounts paid in investigation, defense from or settlement of any of the foregoing related to a Third Party Claim (herein, collectively “Damages”), incurred in connection withor suffered by or threatened against any Buyer Indemnified Person as a result of, arising out of or resulting fromdirectly or indirectly relating to: (i) any breach of, or inaccuracy of in, any representation or warranty of made by Seller contained in this Agreement, any other Transaction Document, or made in any Schedule, Instrument or certificate delivered pursuant to this Agreement (including the Disclosure Schedule) or any of the Ancillary Agreements to which Seller is a partyother Transaction Document; (ii) any breach fraud or inaccuracy misrepresentation of any representation or warranty of either of the Principal Stockholders contained in Article V of this AgreementSeller; (iii) any breach, non-compliance, breach or violation or non-fulfillment of any covenant covenant, obligation or agreement of any of the Seller Parties contained in or made pursuant to this Agreement or any of the Ancillary Agreements to which Seller is a partyother Transaction Document; (iv) any Excluded Liability the conduct of the Seller’s business (including the Business, the Retained Business, and the Shared Business) or any Excluded Asset, regardless the ownership or use of whether or not the Disclosure Schedule discloses any such Excluded Liability or Excluded AssetSeller’s properties and assets (including the Acquired Assets and the Retained Assets) prior to the Closing Date; (v) any Liability imposed upon any Buyer Party under any fraudulent transfer, bulk sales Employee Benefit Plan established or similar laws maintained by reason of such Buyer Party’s status as a transferee of the Business or the Assets; orSeller; (vi) any feesRetained Obligations; (vii) any Excluded Assets; and (viii) any Taxes due and payable by Seller for any period, expenses whether on, prior, or other payments incurred or owed by any Seller Party subsequent to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsClosing Date.