Common use of By Sellers Clause in Contracts

By Sellers. From and after the Closing Date, the Sellers, jointly and severally, shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, shareholders, 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 reasonable disbursements of every kind, nature and description incurred by such Indemnified Party in connection therewith) (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 Seller contained in this Agreement or in the Closing Certificates, and (b) any Liability of any Seller involving Taxes due and payable by, or imposed on the Companies with respect to any Shareholder for any and all taxable periods ending on or prior to the Initial Closing (whether or not such Taxes have been due and payable) (collectively, "Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by delivery of all or a portion of Buyer Shares. In any such instance, such Buyer Indemnifiable Damages shall be converted into a number of shares equal to the amount of such Buyer Indemnifiable Damages divided by the Per Share Price. Notwithstanding anything to the contrary set forth in this Agreement, the maximum amount of Buyer Indemnifiable Damages for which the Sellers shall be collectively liable hereunder shall in no event exceed Three Million Dollars ($3,000,000).

By Sellers. From Subject to terms and after the Closing Dateconditions of this Article IX, the SellersSellers hereby agree to indemnify, jointly and severally, shall indemnify defend and hold harmless Buyer Buyer, its Affiliates and its successors and assigns, and their respective directors, officers, directorsemployees and agents (collectively, employeesthe "Buyer Parties"), shareholdersfrom and against (i) the Retained Liabilities and (ii) the following (collectively, 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 PartyLiabilities") from and against ): any liabilitiesClaim individually constituting a Loss in excess of $10,000 asserted against, claimsimposed upon, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and reasonable disbursements of every kind, nature and description incurred by any Buyer Party, directly or indirectly, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty made by Sellers (other than with respect to the Retained Liabilities) contained in or made pursuant to this Agreement, or (b) the breach of any covenant or agreement of Sellers contained in or made pursuant to this Agreement; PROVIDED, HOWEVER, that none of the Buyer Parties shall be entitled to assert rights of indemnification by Sellers under clause (ii) above of this Section 9.01 for Buyer Indemnified Liabilities unless and until the aggregate of all such Buyer Indemnified Party in connection therewith) Liabilities exceeds the Deductible Amount (collectively, "Damages") it being understood that such Buyer Indemnified Party may sustainLiabilities shall accumulate until such time or times as the aggregate of all such Buyer Indemnified Liabilities exceeds the Deductible Amount, suffer or incur and that result from, arise out of or relate whereupon the Buyer Parties shall be entitled to (a) any breach of any of the respective representations, warranties, covenants or agreements of any Seller contained in this Agreement or in the Closing Certificates, and (b) any Liability of any Seller involving Taxes due and payable by, or imposed on the Companies with respect to any Shareholder for any and all taxable periods ending on or prior indemnification by Sellers hereunder to the Initial Closing (whether or not extent of such Taxes have been due and payable) (collectivelyexcess, "including, from such point forward, individual Claims of less than $10,000. Notwithstanding the foregoing, Seller's maximum indemnification obligation hereunder at any point in time shall be limited to the principal amounts repaid under the Note to such point in time; PROVIDED, HOWEVER, that Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damagesmay offset additional indemnification amounts, subject to the foregoing Deductible Amount and the limitation on the maximum aggregate indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by delivery of all or a portion of Buyer Shares. In any such instance, such Buyer Indemnifiable Damages shall be converted into a number of shares equal to the amount of such Buyer Indemnifiable Damages divided by the Per Share Price. Notwithstanding anything to the contrary obligation set forth in this Agreementthe next sentence, against future payments of principal under the maximum amount of Buyer Indemnifiable Damages for which the Sellers shall be collectively liable hereunder shall in Note. In no event shall Sellers' maximum aggregate indemnification obligation under this Article IX exceed Three Million Dollars ($3,000,000)10,000,000.

By Sellers. From and after the Closing DateNeither this Agreement nor any of any Seller’s, the SellersSellers Agent’s, jointly and severallyServicer’s or any Guarantor’s rights, shall indemnify and hold harmless Buyer and its successors and assignsinterests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, and their respective officers, directors, employees, shareholders, 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 reasonable disbursements of every kind, nature and description incurred by such Indemnified Party in connection therewith) (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 Seller contained in this Agreement or in the Closing Certificates, and (b) any Liability of any Seller involving Taxes due and payable by, or imposed on the Companies with respect to any Shareholder for any and all taxable periods ending on or prior to the Initial Closing (whether or not such Taxes have been due and payable) (collectively, "Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by delivery of all or a portion of Buyer Shares. In any such instance, purported assignment or transfer without such Buyer Indemnifiable Damages consent shall be converted into a number void and of shares equal to the amount of such Buyer Indemnifiable Damages divided by the Per Share Price. Notwithstanding no effect; provided and notwithstanding anything to the contrary set forth in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed by (x) the maximum amount surviving entity as a result of Buyer Indemnifiable Damages for which (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) the assumed obligations are covered in accordance with the terms of the Guarantee and (ii) the surviving Seller is organized under the laws of the United States, any state thereof or the District of Columbia. In addition, the Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaser, specifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of this Agreement applicable to a Seller shall no longer be collectively liable applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in no event exceed Three Million Dollars ($3,000,000)good faith to effectuate any actions as may be appropriate in connection with any transaction described in the foregoing sentence.”

By Sellers. From Sellers agree to indemnify, defend, and after the Closing Datehold Purchaser harmless from, the Sellersagainst, jointly and severallyin respect of, all damages. “Damages,” as used in this Section 9(a), shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, shareholders, agents, Affiliates and include 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, actions, demands, judgments, losses, costs, damages expenses, liabilities (joint or expenses whatsoever several), penalties, unpaid taxes, and damages, including attorneys’ fees, resulting to Purchaser from (including reasonable attorneys', consultants' and other professional fees and reasonable disbursements of every kind, nature and description incurred by such Indemnified Party in connection therewith) (collectively, "Damages") that such Buyer Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (ai) any material inaccurate representation made by Sellers or Citiwaste in this Agreement, (ii) any material breach of any of the respective representations, warranties, covenants warranties made by Sellers or agreements of any Seller contained in this Agreement or in the Closing Certificates, and (b) any Liability of any Seller involving Taxes due and payable by, or imposed on the Companies with respect to any Shareholder for any and all taxable periods ending on or prior to the Initial Closing (whether or not such Taxes have been due and payable) (collectively, "Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by delivery of all or a portion of Buyer Shares. In any such instance, such Buyer Indemnifiable Damages shall be converted into a number of shares equal to the amount of such Buyer Indemnifiable Damages divided by the Per Share Price. Notwithstanding anything to the contrary set forth Citiwaste in this Agreement, and (iii) any material breach or default in the maximum performance by Sellers of any of the covenants to be performed by Sellers under this Agreement relating to the confidentiality, non-solicitation, or non-competition provisions under this Agreement, including without limitation the provisions of Section 13 or 14 hereof). Sellers shall reimburse Purchaser for any payments made by Purchaser that are based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect of any Damages to which the foregoing indemnity relates. Purchaser agrees to give Sellers prompt written notice of any litigation threatened or instituted against Purchaser or Citiwaste that might constitute the basis of a claim for indemnity hereunder by Purchaser against Sellers. Sellers shall have the right to participate in the defense thereof and to be represented, at the sole expense of Sellers, by counsel to be selected by Sellers. Purchaser shall not compromise or settle any such claim without the prior consent of Sellers if the effect of any such compromise or settlement would require indemnification by Sellers for all or any part of the amount of Buyer Indemnifiable Damages for which the said compromise or settlement. Any reimbursements to be made by Sellers under this Section 9 shall be collectively liable hereunder shall made, subject to Seller’s first rights to participate in no event exceed Three Million Dollars ($3,000,000)the defense of any claim and to its prior consent to any compromise or settlement, by Purchaser’s retention, of such Escrow Shares as are equivalent to the amount(s) to be reimbursed, based on the Average Stock Price.

By Sellers. From Subject to and as provided herein and in Section 9.3(d), after the Closing DateClosing, the Sellers, jointly and severally, each Seller shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, shareholders, 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, judgmentsand all costs, losses, costsliabilities, damages or expenses whatsoever (damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties and reasonable attorneys', consultants' and other professional ’ fees and reasonable disbursements of every kind, nature and description incurred by such Indemnified Party in connection therewith) (collectively, "“Damages"”), incurred by Buyer in connection with or arising out of or resulting from (i) any breach by such Seller of (A) any representation or warranty of such Seller contained in Article IV or (B) any Closing certificate delivered by such Seller pursuant to Section 8.4 or (ii) any covenant of such Seller contained in Article VI, which, in the case of (i) and (ii) above, would not have been incurred if any such breached representation, warranty or Closing certificate had been true, or any such breached covenant had been performed, as of the Closing Date. Subject to and as provided herein and in Section 9.3(d), after the Closing, Sellers shall indemnify and hold harmless Buyer from and against 50% of any and all Damages incurred by Buyer in connection with or arising out of or resulting from the matter identified in Item 4 of Schedule 4.14. The calculation of the amount of Damages or any indemnification obligation pursuant to Section 9.6(b) shall take into account and be reduced by (A) any reduction in the Tax liability of Buyer or its Affiliates (“Tax Benefit”) as a result of any Damage or amount that is subject to indemnification hereunder and (B) applicable insurance to the extent actually recovered. Buyer and Seller shall cooperate in good faith, and shall provide each other the information necessary, to determine the amount of any Tax Benefit. Buyer shall not be entitled to indemnification to the extent Damages were included in the calculation of Closing Working Capital. For purposes of calculating Damages, the reserves and accruals on the Closing Balance Sheet shall only be applied to matters relating to the period prior to the Closing Date which otherwise may constitute or result in Damages. Subject to this Section 9.3(a) and Section 9.3(d), no indemnifiable Damages shall be owed under this Agreement until applicable reserves or accruals have been exhausted, and then only to the extent (without duplication) that such Buyer Indemnified Party may sustainDamages, 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 Seller contained in this Agreement or in the Closing Certificatesaggregate, and (b) any Liability of any Seller involving Taxes due and payable by, or imposed on the Companies with respect to any Shareholder for any and all taxable periods ending on or prior to the Initial Closing (whether or not such Taxes have been due and payable) (collectively, "Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by delivery of all or a portion of Buyer Shares. In any such instance, such Buyer Indemnifiable Damages shall be converted into a number of shares equal to exceed the amount of such Buyer Indemnifiable reserves and accruals and any amount which may be available under Section 9.3(d)(i) with respect to such Damages divided by (which shall not be diminished as a result of the Per Share Priceapplication of any such reserve or accrual), but subject to the limit of Section 9.3(d)(ii). Only reasonable out-of-pocket expenses and charges (and not internal expenses and allocations, such as charges for management time and general and administrative expense allocations, which shall not be indemnified) shall be charged against such reserves. Notwithstanding anything the foregoing, no Seller shall have any obligation to indemnify Buyer unless a reasonably detailed claim in writing specifying the nature of the breach or claim is received by such Seller from Buyer prior to the contrary set forth eighteen-month anniversary of the Closing Date (except (x) in this Agreementthe case of a breach of Sections 4.1(c) and 4.18, the maximum amount of Buyer Indemnifiable Damages for as to which the Sellers period shall be collectively liable hereunder the applicable statute of limitations plus 30 days and (y) in the case of a breach of Sections 4.17 and 4.20, as to which the period shall in no event exceed Three Million Dollars ($3,000,000be the three year anniversary of the Closing Date).

By Sellers. From and after Subject to the Closing Dateprocedures set forth in this Section 11.08, the Sellers, jointly and severally, Seller Indemnified Parties shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, shareholders, 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 be entitled to offset against any liabilitiesamounts due to Vertex or any Buyer or their Affiliates hereunder, claims, demands, judgments, losses, costs, damages any amounts due the Seller Indemnified Parties pursuant to Vertex's and Buyers' obligation to indemnify the Seller Indemnified Parties under Section 11.01 above and such offset amounts shall be deemed a payment against such obligations and shall not trigger a default under this Agreement. Sellers shall provide Buyers a written notice of their intent to offset any payments due Vertex or expenses whatsoever (including Buyers specifying in reasonable attorneys', consultants' detail the basis for the offset and other professional fees and reasonable disbursements of every kind, nature and description incurred by such Indemnified Party in connection therewith) (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 Seller contained in this Agreement or in the Closing Certificates, and (b) any Liability of any Seller involving Taxes due and payable by, or imposed on the Companies with respect to any Shareholder for any and all taxable periods ending on or prior to the Initial Closing (whether or not such Taxes have been due and payable) (collectively, "Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by delivery calculation of all or a portion of Buyer Shares. In any such instance, such Buyer Indemnifiable Damages shall be converted into a number of shares equal to the amount of such offset (the "Seller Offset Notice"), which may be part of a Claim Notice or a Third Party Claim Notice. If Buyers dispute Sellers' exercise of its offset right, then Buyers shall furnish Sellers an objection notice within 15 days of Buyers' receipt of the Seller Offset Notice specifying in reasonable detail the basis for any such dispute. If Buyers do not deliver the dispute notice to Sellers' exercise of its offset right within such 15 day period, then Sellers shall be entitled to offset against any payments due Vertex or Buyers, the amounts so specified in the Buyer Indemnifiable Damages divided by Offset Notice. Any disputed items stemming from Sellers' submittal of the Per Share Price. Notwithstanding anything to Seller Offset Notice shall be resolved in accordance with the contrary procedures set forth in this AgreementSection 12.06. No amounts otherwise due and payable to Buyers need be paid after the Seller Offset Notice is given until such time as the dispute is resolved; provided, the maximum amount of Buyer Indemnifiable Damages for which the however, Sellers shall not be collectively liable hereunder entitled to withhold payment of amounts in excess of the disputed amount. No default shall in no event exceed Three Million Dollars ($3,000,000)be deemed to have occurred after the Seller Offset Notice is given until the dispute is resolved.