Common use of By Seller Parties Clause in Contracts

By Seller Parties. From and after the Closing Date, the Stockholders, jointly and severally (subject to the terms of Sections 4.4 and 4.29), shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, a "BUYER INDEMNIFIED PARTY") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Buyer Indemnified Party in connection therewith including consequential damages) (collectively, "DAMAGES") that such Buyer Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the respective representations, warranties, covenants or agreements of any the Seller Parties contained in this Agreement or in the Seller Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Seller Party involving Taxes due and payable by, or imposed with respect to any Seller Party for any all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Stockholders shall be liable under this Agreement up to an amount equal to (i) for the period from the Closing Date through the first anniversary date of the Closing Date, (A) the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. and (ii) for the period from the first anniversary date through the Expiration Date, (A) 50% of the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. Notwithstanding anything in this Agreement to the contrary, (i) the Stockholders shall not have any liability under this Section 11.1 unless the aggregate indemnification obligations under this Section 11.1 exceed $25,000 (the "INDEMNIFICATION THRESHOLD"), and (ii) the Stockholders shall only have liability under this Section 11.1 to the extent that the aggregate indemnification obligations under this Section 11.1 exceed the Indemnification Threshold.

By Seller Parties. From and after the Closing Date, the Stockholders, jointly and severally (subject Subject to the terms limitations set forth in this paragraph 6, each of Sections 4.4 the Sellers (other than RCI) and 4.29), shall Seller Stockholders will indemnify each of the Buyer Indemnified Parties and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning each of the Securities Act or the Exchange Act (each, a "BUYER INDEMNIFIED PARTY") Buyer Indemnified Parties harmless from and against any liabilitiesloss, claimsliability, demandsclaim, judgmentsdamage, losses, costs, damages costs or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Buyer Indemnified Party in connection therewith including consequential damageslegal expenses) (collectively, "DAMAGESLosses") that such which any Buyer Indemnified Party may sustainsuffer, suffer sustain or incur and that result become subject to, resulting from, arise arising out of or relate to caused by: (ai) any breach by any Seller or Seller Stockholder of any representation or warranty set forth in paragraph 3 or 4 (with respect to the RCI Stockholders) of this Agreement; (ii) any liability or obligation of any Seller (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) which is not an Assumed Liability of such Seller (including any such liability that becomes a liability of any Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); (iii) any liability or obligation of any Seller which is a Special Excluded Liability (including any such liability that becomes a liability of any Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); or (iv) any failure of any Seller or Seller Stockholder to perform any of the respective representations, warranties, covenants or agreements of any to be performed by such person under this Agreement. It is understood and agreed by Buyers that, except as expressly provided in this paragraph 6, after the Closing, the Seller Parties contained in this Agreement or in the Seller Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Seller Party involving Taxes due and payable by, or imposed with respect to any Seller Party for any all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Stockholders shall be liable under this Agreement up to an amount equal to (i) for the period from the Closing Date through the first anniversary date of the Closing Date, (A) the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. and (ii) for the period from the first anniversary date through the Expiration Date, (A) 50% of the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. Notwithstanding anything in this Agreement to the contrary, (i) the Stockholders shall will not have any obligation or liability under this Section 11.1 unless to the aggregate indemnification obligations under this Section 11.1 exceed $25,000 (Buyer Indemnified Parties, and the "INDEMNIFICATION THRESHOLD"Buyer Indemnified Parties will have no claim or recourse against the Seller Parties, as a result of the events or circumstances set forth in paragraph 6(a)(i), (ii), (iii) and (iiiv) above or otherwise arising out of or in connection with the Stockholders shall only have liability under transactions contemplated by this Section 11.1 Agreement (except to the extent such claim or recourse arises out of another agreement to which a Seller Party is a party), it being understood and agreed that the aggregate indemnification obligations under remedies provided for in this Section 11.1 exceed paragraph 6 will be the Indemnification Thresholdsole and exclusive remedies for any such claim by any Buyer for any such matters, whether such claims are framed in contract, tort or otherwise.

By Seller Parties. From and after the Closing Date, the StockholdersStockholders ----------------- severally, jointly and severally (subject to the terms of Sections 4.4 and 4.29)not jointly, shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, a "BUYER INDEMNIFIED PARTYBuyer Indemnified Party") from and against against, and the Escrow Fund shall be available to compensate and reimburse Buyer for, any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Buyer Indemnified Party in connection therewith including consequential damages) (collectively, "DAMAGESDamages") that such Buyer Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the respective representations, warranties, covenants or agreements of any the Seller Parties contained in this Agreement or in the Seller Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Seller Party involving Taxes due and payable by, or imposed with respect to any Seller Party for any all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Stockholders shall be liable under this Agreement up to an amount equal to (i) for the period from the Closing Date through the first anniversary date of the Closing Date, (A) the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. and (ii) for the period from the first anniversary date through the Expiration Date, (A) 50% of the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. Notwithstanding anything in this Agreement herein to the contrary, (i) the liability of all Stockholders shall not have any liability be limited to the Escrow Fund (as herein defined), and the Escrow Fund shall be available as the sole and exclusive remedy to compensate Buyer for Damages which are the responsibility of Stockholders under this Section 11.1 unless 11. Furthermore, the aggregate indemnification obligations under this Section 11.1 exceed $25,000 (liability of each Stockholder shall be limited to such Stockholder's pro rata share of the "INDEMNIFICATION THRESHOLD")Escrow Fund, and (ii) the Stockholders claims for indemnification by Stockholder's shall only have liability under this Section 11.1 to the extent that the aggregate indemnification obligations under this Section 11.1 exceed the Indemnification Thresholdbe satisfied from each Stockholder on a pro rata basis.

By Seller Parties. From Subject to the terms and conditions of this Article 7, from and after the Closing DateClosing, the StockholdersSeller Parties, jointly and severally (subject severally, agree to the terms of Sections 4.4 and 4.29), shall indemnify and hold harmless Buyer and defend Purchaser, its successors and assignsAffiliates, and their respective officers, directorsdirectors and Representatives, employees, stockholders, agents, Affiliates and any Person who controls any each of such Persons within the meaning their respective successors and assigns (each a “Purchaser Indemnified Party”) and shall hold each of the Securities Act or the Exchange Act (each, a "BUYER INDEMNIFIED PARTY") them harmless from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred all Losses suffered by such Buyer a Purchaser Indemnified Party arising out of, in connection therewith including consequential damages) (collectively, "DAMAGES") that such Buyer Indemnified Party may sustain, suffer with or incur and that result resulting from, arise out of or relate to : (a) any inaccuracy or breach (or in the case of a Third Party Claim, any alleged breach) of the respective representations, warranties, covenants a representation or agreements warranty of any the a Seller Parties contained Party set forth in this Agreement or any agreement, instrument or certificate delivered in the Seller Closing Certificates, connection herewith; (b) any Environmental Condition existing on breach of or before the Closing, and failure to comply with any covenant or agreement made by a Seller Party in this Agreement or any agreement or instrument delivered in connection herewith; (c) any Liability Excluded Asset or Retained Liability; (d) any liabilities, obligations or duties under the Lease to the extent (i) arising out of any Seller Party involving Taxes due and payable by, or imposed with respect to any Seller Party for any all taxable periods ending on or the operation of the Business prior to the Closing Date or Seller’s occupancy of the Real Property under the Lease prior to the Closing or (ii) primarily arising out of any other facts, circumstances or events existing or occurring prior to the Closing; or (e) Any Action related to the transactions contemplated hereby or Seller’s application or distribution of the proceeds from the sale of the Purchased Assets hereunder brought by any current or former investor in the Owner or any current or former holder of any equity, debt, convertible, derivate or other securities of the Owner. Each of Section 7.1(a) through Section 7.1(e) shall be deemed to be an independent basis for indemnification, provided no Person shall be entitled to more than one recovery for the same Loss. The indemnification provided by this Section 7.1 shall encompass claims of a Purchaser Indemnified Party for any Loss sustained by a Purchaser Indemnified Party whether or not such Taxes have been due and payable). Stockholders shall be liable under this Agreement up to an amount equal to (i) for the period from the Closing Date through the first anniversary date of the Closing Date, (A) the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) involving any amounts previously paid Action by Stockholders pursuant to this Section 11.1. and (ii) for the period from the first anniversary date through the Expiration Date, (A) 50% of the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. Notwithstanding anything in this Agreement to the contrary, (i) the Stockholders shall not have any liability under this Section 11.1 unless the aggregate indemnification obligations under this Section 11.1 exceed $25,000 (the "INDEMNIFICATION THRESHOLD"), and (ii) the Stockholders shall only have liability under this Section 11.1 to the extent that the aggregate indemnification obligations under this Section 11.1 exceed the Indemnification Thresholda third party.