Common use of By the Sellers and the Principals Clause in Contracts

By the Sellers and the Principals. Subject to the terms and conditions of thisSection 8, Sellers, and the Principals, jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer and the LLC (hereinafter “Buyer’s Indemnitees”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any of the Sellers or the Principals contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of any of the Sellers or the Principals contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) except as incurred in the ordinary course of business between the execution of this Agreement and the Closing Date, any Liability of the LLC not included on the Recent Balance Sheet or the Disclosure Schedules and which arises out of or relates to events first occurring prior to the Effective Date. As used in this Section 8, the term “Claim” shall include (i) all Liabilities and Liens; (ii) all losses, damages, judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys’ fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, costs of defense, causes of action, proceedings and assessments, whether or not ultimately determined to be valid. As used in this Section 8.1, the phrase “Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement” shall include those Claims as described above that are (a) directly asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement; and (b) indirectly asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, where the Buyer’s Indemnitees have actual losses, damages, or other out of pocket costs and expenses.

By the Sellers and the Principals. Subject to the terms and conditions of thisSection 8, Sellers, The Sellers and the Principals, jointly on a joint and severallyseveral basis, hereby further agree to indemnify, defend indemnify and hold harmless the Buyer from any and the LLC (hereinafter “Buyer’s Indemnitees”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any of the Sellers or the Principals contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of any of the Sellers or the Principals contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) except as incurred in the ordinary course of business between the execution of this Agreement and the Closing Date, any Liability of the LLC not included on the Recent Balance Sheet or the Disclosure Schedules and which arises out of or relates to events first occurring prior to the Effective Date. As used in this Section 8, the term “Claim” shall include (i) all Liabilities and Liens; (ii) all lossesdirect claims, damages, judgmentslosses, awards, settlementsliabilities, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court settlement costs and reasonable attorneys’ fees any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, in connection with each and expenses); and all of the following: (iiia) all demandsAny claims against, claimsor liabilities or obligations of, suitsthe Sellers or against the Assets not specifically assumed by the Buyer pursuant this Agreement; (b) Any violation by any Seller of, actionsor any failure by the Sellers to comply with, costs any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to any Seller, the Assets or the business of investigation, costs of defense, causes of action, proceedings and assessmentsthe Sellers, whether or not ultimately determined any such violation or failure to be valid. As used comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in this Section 8.1, order to bring the phrase “Claims asserted Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (c) Any warranty claim or product liability claim relating to any Seller's business or operation prior to the Closing Date; (d) Any Taxes of any Seller or any Principal; (e) Any claims against, resulting toor liabilities or obligations of, imposed uponany Seller with respect to obligations under Employee Plans, or incurred by Buyer’s Indemnitees for accrued vacation or the LLC Interests transferred to Buyer pursuant to this Agreement” shall include those Claims as described above that are (a) directly asserted against, resulting to, imposed uponseverance pay, or incurred by Buyer’s Indemnitees for accrued and unpaid wages or similar amounts; and (f) Except for the LLC Interests transferred to Buyer pursuant to this Agreement; and (b) indirectly asserted againstAssumed Liabilities, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, where the Buyer’s Indemnitees have actual lossesany claims, damages, or other liabilities arising out of pocket costs the conduct of the business and expensesoperations of the Sellers, the Business or the Stores, to the extent such claims accrue or arise out of facts or circumstances occurring on or before to the Closing Date.

By the Sellers and the Principals. Subject to the terms and conditions of thisSection 8, Sellers, The Sellers and the Principals, jointly on a joint and severallyseveral basis, hereby further agree to indemnify, defend indemnify and hold harmless the Buyer from any and the LLC (hereinafter “Buyer’s Indemnitees”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any of the Sellers or the Principals contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of any of the Sellers or the Principals contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) except as incurred in the ordinary course of business between the execution of this Agreement and the Closing Date, any Liability of the LLC not included on the Recent Balance Sheet or the Disclosure Schedules and which arises out of or relates to events first occurring prior to the Effective Date. As used in this Section 8, the term “Claim” shall include (i) all Liabilities and Liens; (ii) all lossesclaims, damages, judgmentslosses, awards, settlementsliabilities, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court settlement costs and reasonable attorneys’ fees any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, in connection with each and expenses); all of the following: (a) Any claims against, or liabilities or obligations of, the Sellers or against the Assets not specifically assumed by the Buyer pursuant this Agreement; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Sellers or the transactions contemplated by this Agreement; (iiic) all demandsAny violation by any Seller of, claimsor any failure by the Sellers to comply with, suitsany law, actionsruling, costs order, decree, regulation or zoning, environmental or permit requirement applicable to any Seller, the Assets or the business of investigation, costs of defense, causes of action, proceedings and assessmentsthe Sellers, whether or not ultimately determined any such violation or failure to be valid. As used comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in this Section 8.1, order to bring the phrase “Claims asserted Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to any Seller's business or operation prior to the Closing Date; (e) Any Taxes of any Seller or any Principal; (f) Any claims against, resulting toor liabilities or obligations of, imposed uponany Seller with respect to obligations under Employee Plans, or incurred by Buyer’s Indemnitees for accrued vacation or the LLC Interests transferred to Buyer pursuant to this Agreement” shall include those Claims as described above that are (a) directly asserted against, resulting to, imposed uponseverance pay, or incurred by Buyer’s Indemnitees for accrued and unpaid wages or similar amounts; and (g) Except for the LLC Interests transferred to Buyer pursuant to this Agreement; and (b) indirectly asserted againstAssumed Liabilities, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, where the Buyer’s Indemnitees have actual lossesany claims, damages, or other liabilities arising out of pocket costs the conduct of the business and expensesoperations of the Sellers, the Business or the Stores, to the extent such claims accrue or arise out of facts or circumstances occurring on or before to the Closing Date.

By the Sellers and the Principals. Subject to the terms and conditions of thisSection 8, Sellers, The Sellers and the Principals, jointly on a joint and severallyseveral basis, hereby further agree to indemnify, defend indemnify and hold harmless the Buyer from any and the LLC (hereinafter “Buyer’s Indemnitees”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any of the Sellers or the Principals contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of any of the Sellers or the Principals contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) except as incurred in the ordinary course of business between the execution of this Agreement and the Closing Date, any Liability of the LLC not included on the Recent Balance Sheet or the Disclosure Schedules and which arises out of or relates to events first occurring prior to the Effective Date. As used in this Section 8, the term “Claim” shall include (i) all Liabilities and Liens; (ii) all lossesclaims, damages, judgmentslosses, awards, settlementsliabilities, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court settlement costs and reasonable attorneys’ fees any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, in connection with each and expenses); all of the following: (a) Any claims against, or liabilities or obligations of, the Sellers or against the Assets not specifically assumed by the Buyer pursuant this Agreement; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Sellers or the transactions contemplated by this Agreement, unless such claim arises as a result of the failure by the Buyer to pay an Assumed Liability; (iiic) all demandsAny violation by any Seller of, claimsor any failure by the Sellers to comply with, suitsany law, actionsruling, costs order, decree, regulation or zoning, environmental or permit requirement applicable to any Seller, the Assets or the business of investigation, costs of defense, causes of action, proceedings and assessmentsthe Sellers, whether or not ultimately determined any such violation or failure to be valid. As used comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in this Section 8.1, order to bring the phrase “Claims asserted Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to any Seller's business or operation prior to the Closing Date; (e) Any Taxes of any Seller or any Principal; (f) Any claims against, resulting toor liabilities or obligations of, imposed uponany Seller with respect to obligations under Employee Plans, or incurred by Buyer’s Indemnitees for accrued vacation or the LLC Interests transferred to Buyer pursuant to this Agreement” shall include those Claims as described above that are (a) directly asserted against, resulting to, imposed uponseverance pay, or incurred by Buyer’s Indemnitees for accrued and unpaid wages or similar amounts; and (g) Except for the LLC Interests transferred to Buyer pursuant to this Agreement; and (b) indirectly asserted againstAssumed Liabilities, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the LLC Interests transferred to Buyer pursuant to this Agreement, where the Buyer’s Indemnitees have actual lossesany claims, damages, or other liabilities arising out of pocket costs the conduct of the business and expensesoperations of the Sellers, the Business or the Stores, to the extent such claims accrue or arise out of facts or circumstances occurring on or before to the Closing Date.