Common use of By the Seller Clause in Contracts

By the Seller. Subject to Sections 11.1 and 11.3, from and after the Closing, the Seller shall indemnify, reimburse, defend and hold harmless the Acquiror, its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all costs, losses, Liabilities, damages, including fines, penalties, interest, judgments, lawsuits, deficiencies, claims, expenses (including reasonable fees and disbursements of attorneys and other professionals, including third party consultants) (collectively, “Damages”) incurred in connection with, arising out of, resulting from or incident to (i) any breach of, or inaccuracy in, any representation or warranty of the Seller set forth in this Agreement, any Related Agreement or any certificate of the Seller delivered to Acquiror at the Closing, without giving effect to any “materiality” or “Seller Material Adverse Effect” or Knowledge qualifier therein, (ii) the failure to perform any covenant or agreement of the Seller set forth in this Agreement or in any of the Related Agreements, (iii) any Excluded Asset, (iv) any Excluded Liability and (v) the Seller’s breach of the terms and conditions of the Acrux License, whether or not such breach is based on facts or circumstances in existence as of the date hereof.

By the Seller. Subject to Sections 11.1 and 11.3, from and after the ClosingSection 7.1(E) hereof, the Seller Seller, shall indemnify, reimbursesave, defend and hold harmless the AcquirorBuyer and Buyer's shareholders and the directors, its Affiliates and their respective officers, directorspartners, employeesagents and employees of each (collectively, agents, successors and assigns the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilitiesliabilities, damagesdeficiencies, claims and expenses, including finesinterest, penalties, interest, judgments, lawsuits, deficiencies, claims, expenses (including reasonable attorneys' fees and disbursements all amounts paid in investigation, defense or settlement of attorneys and other professionalsany of the foregoing (collectively referred to herein as "Damages"), including third party consultants) (collectively, “Damages”i) incurred in connection withwith or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller or its Affiliates under this Agreement, or (ii) based upon, arising out of, resulting or otherwise in respect of any liability or obligation of the Business or relating to the Assets relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided, however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or incident to (i) any arise out of a breach of, or inaccuracy in, any representation or warranty violation of the Seller set forth in this Agreement, any Related Agreement or any certificate of the Seller delivered to Acquiror at the Closing, without giving effect to any “materiality” or “Seller Material Adverse Effect” or Knowledge qualifier therein, (ii) the failure to perform any covenant or agreement of the Seller set forth in this Agreement or in by any of the Related Agreements, (iii) any Excluded Asset, (iv) any Excluded Liability and (v) the Seller’s breach of the terms and conditions of the Acrux License, whether or not such breach is based on facts or circumstances in existence as of the date hereofBuyer Indemnified Parties.

By the Seller. Subject to Sections 11.1 and 11.3, from From and after the ClosingClosing Date, to the extent provided in this Section 10, the Seller shall indemnify, reimburse, defend indemnify and hold harmless the Acquiror, its Affiliates and their respective officers, directors, employees, agents, successors and assigns Buying Parties from and against any and all costsliabilities, claims, demands, judgments, losses, Liabilitiescosts, damages, including fines, penalties, interest, judgments, lawsuits, deficiencies, claims, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of attorneys every kind, nature and other professionals, including third party consultantsdescription incurred by them in connection therewith) (collectively, “"Damages”") incurred in connection withthat any Buying Party may sustain, arising suffer or incur and that result from, arise out of, resulting from of or incident relate to (ia) any breach ofof any representation, or inaccuracy inwarranty, any representation or warranty of the Seller set forth in this Agreement, any Related Agreement or any certificate of the Seller delivered to Acquiror at the Closing, without giving effect to any “materiality” or “Seller Material Adverse Effect” or Knowledge qualifier therein, (ii) the failure to perform any covenant or agreement of the Seller set forth any Selling Party contained in this Agreement or in any of the Related Agreements, Agreement; (iiib) any Excluded Assetinjuries to persons, property or business by reason of defectiveness, improper design or manufacture or malfunction, or otherwise, of any product sold by any Company Group Member, whether known or unknown, currently asserted or arising hereafter, if such claims are based upon or arise out of products sold prior to or on the Closing Date; (ivc) any Excluded Liability Company Group Member's being liable for any taxes of a Person other than another Company Group Member due to its inclusion in the Seller's consolidated tax returns; and (vd) any Benefit Plans of any Company Group Member in effect on or prior to the Seller’s breach of the terms and conditions of the Acrux License, whether or Closing Date. This Section 10.1 shall not such breach is based on facts or circumstances in existence as of the date hereof.apply to any Environmental Damages covered by Section 10.2