Common use of By the Seller Parties Clause in Contracts

By the Seller Parties. Each of the Seller Parties, jointly and severally, shall indemnify, save and hold harmless Acquiror, its stockholders, Affiliates and subsidiaries and its and their respective Representatives (collectively, the "Acquiror Indemnitees"), from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, 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, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or (viii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement.

By the Seller Parties. Each of From and after the Closing Date, the Seller Parties, jointly and severally, shall indemnify, save defend, and hold harmless Acquiror, its stockholders, Affiliates and subsidiaries the Buyer and its respective successors and assigns (if any), and their respective Representatives 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 (collectivelyeach, the "Acquiror Indemnitees"), an “Indemnified Buyer Party”) from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgments, losses, costs, damages, or expenses whatsoever (including reasonable attorneys’, consultants’, and expenses (whether or not arising out other professional fees and disbursements of third-party claims)every kind, includingnature, without limitation, interest, penalties, costs of mitigation, losses and description incurred by such Indemnified Buyer Party in connection with any Environmental Law therewith, but excluding consequential and punitive damages and similar damages) (includingcollectively, without limitation“Damages”) that such Indemnified Buyer Party may sustain, any clean-up suffer, or remedial action)incur and that result from, Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, 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 arise out of, resulting from or incident relate to (ia) any breach of any representation of the representations, warranties, covenants, or warranty or the inaccuracy of any representation made by any agreements of the Seller Parties contained in this Agreement; Agreement or in the Closing Certificates, (iib) any breach of any covenant Environmental Condition alleged to have occurred on or agreement made by any of before the Seller Parties in this Agreement; Closing, (iiic) any Excluded Liability; , (ivd) any Damages arising prior to Liability of the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured involving Taxes due and payable by, or any services provided by Seller prior imposed with respect to the Closing Date; (vi) Seller for any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business all taxable periods ending on or prior to the Closing Date; Date (whether or not such Taxes have been due and payable), (viiie) any claim by Liability of the Seller involving any Person for brokerage or finder's fees or commissions or similar payments based upon Excluded Asset, (f) any agreement or understanding alleged to have been made by Indebtedness (other than the Crestmark Note), (g) any such Person with Payment Accelerations, (h) any of the Seller Parties (or any Person acting on their behalf) matters set forth in connection with any transactions contemplated by this AgreementSection 12.

By the Seller Parties. Each of From and after the Closing Date, the Seller Parties, jointly and severally, shall indemnify, save indemnify and hold harmless Acquiroreach of Parent and the Buyer and (if any) their respective successors and assigns, its and their respective officers, directors, employees, stockholders, agents, Affiliates and subsidiaries and its and their respective Representatives any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (collectivelyeach, the an "Acquiror IndemniteesIndemnified Buyer Party"), ) from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficienciesliabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable "attorneys", "consultants" and expenses (whether or not arising out other professional fees and disbursements of third-party claims)every kind, including, without limitation, interest, penalties, costs of mitigation, losses nature and description incurred by such Indemnified Buyer Party in connection with any Environmental Law therewith, including consequential and punitive damages) (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (hereincollectively, "Damages")) that such Indemnified Buyer Party may sustain, incurred in connection withsuffer or incur and that result from, arising arise out of, resulting from of or incident relate to (ia) any breach of any representation of the representations, warranties, covenants or warranty agreements of a Seller Party contained in this Agreement, (b) any Unassumed Liability, (c) any Liability arising out of or related to the actual or constructive termination of any employee by Seller or the inaccuracy LLC, 37 39 (d) any Liability arising out of employment-related claims relating to, or arising out of, the continued employment of employees by the Seller or the LLC (i.e., those who have not accepted employment with the Buyer as of the Closing Date), and (e) any representation made by any Liability of the Seller Parties in this Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) LLC relating to any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or (viii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person acting on their behalf) in connection with any transactions contemplated by this AgreementAsset.

By the Seller Parties. Each of To the extent provided in this Section 10, the Seller Parties, jointly and severally, shall indemnify, save indemnify and hold harmless AcquirorBuyer, and its successors and assigns, and its officers, directors, employees, stockholders, Affiliates agents, affiliates and subsidiaries and its and their respective Representatives any Person who controls Buyer within the meaning of the Securities Act or the Exchange Act (collectivelyeach, the "Acquiror Indemnitees"), an “Indemnified Buyer Party”) harmless from and against against: (a) any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys’, consultants’ and expenses other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) (whether collectively, “Damages”) that such Indemnified Buyer Party may sustain, suffer or not arising incur and that result from, arise out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, 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, resulting from or incident to relate to: (i) any breach inaccuracy of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; , the Transaction Documents or any certificate or other writing delivered by or on behalf of any Seller Party in connection herewith or therewith; (ii) any breach nonfulfillment of any covenant or agreement made by on the part of any of the Seller Parties Party set forth in this Agreement; Agreement or any Transaction Document; (iii) any Excluded Unassumed Liability; ; (iv) any Damages Liability of Seller involving Taxes due and payable by, or imposed with respect to the Business, the Purchased Assets, or other properties or operations of Seller for any all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable); (v) any Liability arising out of or related to the actual or constructive termination of any employee; (vi) any Liability of Seller involving any Excluded Asset; (vii) any action or inaction prior to the Closing Date of any nature (absoluteof the Seller Parties or of any director, accruedofficer, contingent or otherwise) of Selleremployee, agent, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee representative of the Business or the AssetsSeller; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or and (viii) any claim by Liability arising out of or related to the failure to obtain consent to the assignment of any Person for brokerage or finder's Contract. (b) any and all actions, suits, claims, proceedings, investigations, allegations, demands, assessments, audits, fines, judgments, costs and other expenses (including reasonable attorneys’ fees or commissions or similar payments based upon any agreement or understanding alleged and expenses) incident to have been made by any such Person with any of the Seller Parties (foregoing or to the enforcement of this Section 10.1. To the extent that Buyer recovers any Person acting Damages hereunder with respect to a breach of the representation and warranty under Section 4.9 regarding the collectibility of the Accounts Receivable, and Buyer subsequently receives payment on their behalf) in connection with any transactions contemplated by this Agreementaccount of the related Accounts Receivable, Buyer shall remit such payments to Seller.

By the Seller Parties. Each of To the extent provided in this Section 9, the Seller and the Seller Parent (the “Seller Parties”), jointly and severally, shall indemnify, save indemnify and hold harmless AcquirorPurchaser and Merchandisers, its stockholders, Affiliates and subsidiaries and its and their respective Representatives successors and assigns, and their respective officers, directors, employees, stockholders, agents, and affiliates (collectivelyeach, the "Acquiror Indemnitees"), an “Indemnified Purchaser Party”) harmless from and against against: (a) any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficienciesliabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys’, consultants’ and expenses other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Purchaser Party in connection therewith) (whether collectively, “Damages”) that such Indemnified Purchaser Party may sustain, suffer or not arising incur and that result from, arise out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, 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, resulting from or incident to relate to: (i) any breach inaccuracy of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; , the agreements, assignments and other documents delivered in accordance with the terms or conditions hereof (the “Transaction Documents”), or any certificate or other writing delivered by or on behalf of any Seller Party in connection herewith or therewith; (ii) any breach non-fulfillment of any covenant or agreement made by on the part of any of the Seller Parties Party set forth in this Agreement; Agreement or any Transaction Document; (iii) any Excluded Liability; Obligations; (iv) any Damages liability of Seller involving Taxes due and payable by, or imposed with respect to the Business, the Purchased Assets, or other properties or operations of Seller for any and all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable) other than the Purchaser’s fifty percent (50%) share of those transfer fees and taxes referred to in Section 2.4(b); (v) other than with respect to any Transferred Employee, any liability arising out of or related to the actual or constructive termination of any employee by Seller; (vi) any liability of Seller involving any Excluded Asset; (vii) other than with respect to any Assumed Obligations, any action or inaction prior to the Closing Date of any nature (absoluteof the Seller Parties or of any director, accruedofficer, contingent employee, agent, or otherwise) representative of the Seller or of any affiliate of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or and (viii) any claim by liability arising out of or related to the failure to obtain consent to the assignment of any Person for brokerage or finder's Contract. (b) any and all actions, suits, claims, proceedings, investigations, allegations, demands, assessments, audits, fines, judgments, costs and other expenses (including reasonable attorneys’ fees or commissions or similar payments based upon any agreement or understanding alleged and expenses) incident to have been made by any such Person with any of the Seller Parties (foregoing or any Person acting on their behalf) in connection with any transactions contemplated by to the enforcement of this AgreementSection 9.1.

By the Seller Parties. Each of the Seller Parties, jointly and severally, shall indemnify, save and hold harmless Acquiroreach of the Acquiror Parties, its stockholders, their Affiliates and subsidiaries and its and their respective Representatives (collectively, the "Acquiror Indemnitees"), from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, 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, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or (viii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement.

By the Seller Parties. Each of the Seller PartiesSellers, individually with respect to the representation and warranties set forth in ARTICLE 4 and each covenant undertaken on an individual basis, including without limitation the covenants contained in Sections 7.1 and 7.3, and jointly and severallyseverally with respect to the representations and warranties contained in ARTICLE 5 and each joint covenant, shall indemnify, save and hold harmless Acquiror, its stockholders, Affiliates and subsidiaries Subsidiaries (including, following the Closing, the Company and its Subsidiaries), and its and their respective Representatives (collectively, the "“Acquiror Indemnitees"”), from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), Damages incurred in connection with, arising out of, resulting from or incident to to: (i) any breach or inaccuracy of any a representation or warranty or the inaccuracy of any representation made by any of the Seller Parties Party contained in this Agreement; , the Ancillary Agreements or any other agreement or certificate delivered by or on behalf of any Seller Party pursuant to this Agreement; (ii) any breach failure by any Seller Party to perform or comply with any covenant applicable to it contained in this Agreement or in any other agreement or certificate delivered by or on behalf of any covenant Seller Party; (iii) except to the extent included in current liabilities on the Closing Statement: (A) all Taxes (or agreement made by the non-payment thereof) of the Company or any of its Subsidiaries (other than Acquiror Transfer Taxes) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Straddle Tax Period”), (B) all Seller Transfer Taxes, and (C) any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on any of the Seller Parties in this Agreement; (iii) Company or its Subsidiaries as a transferee or successor, by contract or pursuant to any Excluded Liability; law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent Indebtedness or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee Transaction Expenses of the Business Companies or the Assets; its Subsidiaries (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and except to the extent arising from Seller's conduct of such Indebtedness or Transaction Expenses actually reduced the Business on or prior Cash Purchase Price pursuant to the Closing Date; or Section 2.3); (viiiv) any claim by any Person against the Company or the Acquiror for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person validly acting on their behalf) in connection with any transactions contemplated by this Agreement; (vi) any Liability related to or arising out of the Reminderband Asset Transfer; and (vii) the matters, and subject to any limitations, described on Schedule 8.2(a)(vii). Notwithstanding the foregoing, from and after the Closing, neither the Company nor its Subsidiaries shall have any obligation to indemnify the Acquiror Indemnitees under this Section 8.2(a) or otherwise with respect to the transactions contemplated by this Agreement or any other matters, and the Company and its Subsidiaries shall not be considered Seller Indemnitees (as defined below) for purpose of this ARTICLE 8. In addition, following the Closing, no Seller shall have any right to seek contribution from the Company or its Subsidiaries with respect to any indemnification claims under this Agreement or otherwise, and, without limiting the terms of the Seller Releases, shall be deemed to have released the Company and its Subsidiaries from any and all action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, injury to person or property, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, direct or indirect, such Seller may have against the Company or its Subsidiaries.

By the Seller Parties. Each of From and after the Closing Date, the Seller Parties, jointly and severally, shall indemnify, save indemnify and hold harmless Acquiroreach of VERT and the Buyer and (if any) their respective successors and assigns, its and their respective officers, directors, employees, stockholders, agents, Affiliates and subsidiaries and its and their respective Representatives any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (collectivelyeach, the an "Acquiror IndemniteesIndemnified Buyer Party"), ) from and against any and all liabilities, claims, demands, judgments, losses, costs, losses damages or expenses whatsoever (including reasonable "attorneys", "consultants" and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith, including consequential and punitive damages) net of any insurance proceeds received by the Buyer (provided that the Buyer shall have no obligation to claim the right to coverage under any insurance policy to which the Buyer is not listed as an insured) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the representations, warranties, covenants or agreements of a Seller Party contained in this Agreement, (b) any Unassumed Liability, (c) any Liability arising out of employment-related claims relating to, or arising out of, the continued employment of employees by the Seller (i.e., those who have not accepted employment with the Buyer by the Closing Date) and (d) any Liability of the Seller involving any Excluded Asset, and (e) any liability arising out of or related to the NECX 401(k) Savings Plan including, without limitation, diminution the items disclosed in valueDisclosure Schedule 4.21(b), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, 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, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or (viii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement.

By the Seller Parties. Each of To the extent provided in this Section 10, the Seller Parties, jointly and severallyseverally (except as specifically set forth in Section 10.10 below), shall indemnify, save indemnify and hold harmless AcquirorBuyer, and its successors and assigns, and its officers, directors, employees, stockholders, agents, Affiliates and subsidiaries and its and their respective Representatives any Person who controls Buyer within the meaning of the Securities Act or the Exchange Act (collectivelyeach, the "Acquiror Indemnitees"), an “Indemnified Buyer Party”) harmless from and against against: (a) any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys’, consultants’ and expenses other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) (whether collectively, “Damages”) that such Indemnified Buyer Party may sustain, suffer or not arising incur and that result from, arise out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, 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, resulting from or incident to relate to: (i) any breach inaccuracy of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; , the Transaction Documents or any certificate or other writing delivered by or on behalf of any Seller Party in connection herewith or therewith; (ii) any breach nonfulfillment of any covenant or agreement made by on the part of any of the Seller Parties Party set forth in this Agreement; Agreement or any Transaction Document; (iii) any Excluded Unassumed Liability; ; (iv) any Damages Liability of Seller involving Taxes due and payable by, or imposed with respect to the Business, the Purchased Assets, or other properties or operations of Seller for any and all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable); (v) any Liability arising out of or related to the actual or constructive termination of any employee by Seller; (vi) any Liability of Seller involving any Excluded Asset; (vii) any action or inaction prior to the Closing Date of any nature (absoluteof the Seller Parties or of any director, accruedofficer, contingent employee, agent, or otherwise) representative of the Seller or of any Affiliate of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or and (viii) any claim by Liability arising out of or related to the failure to obtain consent to the assignment of any Person for brokerage Contract listed on Schedules 8.3, 8.12 or finder's 8.13. (b) any and all actions, suits, claims, proceedings, investigations, allegations, demands, assessments, audits, fines, judgments, costs and other expenses (including reasonable attorneys’ fees or commissions or similar payments based upon any agreement or understanding alleged and expenses) incident to have been made by any such Person with any of the Seller Parties (foregoing or any Person acting on their behalf) in connection with any transactions contemplated by to the enforcement of this AgreementSection 10.1.