Common use of General Indemnification by the Sellers Clause in Contracts

General Indemnification by the Sellers. Each of the Sellers do jointly and severally covenant and agree to indemnify, defend, protect and hold harmless the Buyers and their officers, directors, employees, stockholders, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, "Indemnified Parties") from, against and in respect of all liabilities, losses, claims, damages (excluding any incidental, special or consequential damages, but including any diminution of value damages), punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements), and diminution in value, relating to the Acquired Companies, whether or not involving a third party claim (collectively, "Damages") suffered, sustained, incurred or paid by any Indemnified Party in connection with, resulting from, or arising out of, directly or indirectly: (a) any breach of any representation or warranty of the Sellers set forth in this Agreement subject to content of the Disclosure Letter and its supplements as limited by the terms of Section 6.8 of this Agreement or certificate delivered pursuant to Section 1.4(a)(iii) delivered by or on behalf of the Sellers in connection herewith; or (b) any nonfulfillment of any covenant or agreement on the part of the Sellers set forth in this Agreement; or (c) any claim for fees or commissions of any broker or agent employed or alleged to have been employed by the Sellers; or (d) any claim regarding representations and warranties under Sections 2.16 (including Retained Claims) or 2.20 of this Agreement regardless of the contents of the Disclosure Letter and/or any supplements thereto as same may relate to these Sections. Notwithstanding anything to the contrary herein, such information in the Disclosure Letter regarding these Sections shall be informational only and shall not effect the liability of the Sellers under the terms of this Agreement; or (e) any insured claims based upon insurance as described under Section 2.19 herein provided by the Sellers to the Acquired Companies subject to the lesser of (i) the currently in effect deductible or (ii) $25,000 per occurrence and/or their employees or Employee Benefits as described under Section 2.14 herein provided by the Sellers to the Acquired Companies and/or their employees which cease as of the Closing for events occurring prior to the Closing Date whether known or unknown; or (f) any and all Damages incident to any of the foregoing or to the enforcement of this Article 8. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.

General Indemnification by the Sellers. Each of the Sellers do Seller, jointly and severally covenant severally, covenants and agree agrees to indemnify, defend, protect and hold harmless USFloral and the Buyers Newcos and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, "Indemnified Parties") from, against and in respect of of: (a) all liabilities, losses, claims, damages (excluding any incidental, special or consequential damages, but including any diminution of value damages), punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements)disbursements of every kind, nature and diminution in value, relating to the Acquired Companies, whether or not involving a third party claim description) (collectively, "Damages") suffered, sustained, incurred or paid by any the Indemnified Party Parties in connection with, resulting from, from or arising out of, directly or indirectly: (ai) any breach of any representation or warranty of the Sellers any Seller or either Partnership set forth in this Agreement subject to content of the Disclosure Letter and its supplements as limited by the terms of Section 6.8 of this Agreement or certificate delivered pursuant to Section 1.4(a)(iii) any Schedule or certificate, delivered by or on behalf of the Sellers any Seller or either Partnership in connection herewith; or (bii) any nonfulfillment of any covenant or agreement on by any Seller or, prior to the part of the Sellers set forth in Closing Date, either Partnership, under this Agreement; or (ciii) any claim for fees the business, operations or commissions assets of any broker or agent employed or alleged to have been employed by the Sellers; or (d) any claim regarding representations and warranties under Sections 2.16 (including Retained Claims) or 2.20 of this Agreement regardless each of the contents of the Disclosure Letter and/or any supplements thereto as same may relate to these Sections. Notwithstanding anything to the contrary herein, such information in the Disclosure Letter regarding these Sections shall be informational only and shall not effect the liability of the Sellers under the terms of this Agreement; or (e) any insured claims based upon insurance as described under Section 2.19 herein provided by the Sellers to the Acquired Companies subject to the lesser of (i) the currently in effect deductible or (ii) $25,000 per occurrence and/or their employees or Employee Benefits as described under Section 2.14 herein provided by the Sellers to the Acquired Companies and/or their employees which cease as of the Closing for events occurring Partnerships prior to the Closing Date whether known or unknownthe actions or omissions of the Sellers, employees or agents prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Partnership Financial Statements, this Agreement or the Schedules to this Agreement; (iv) the matters disclosed on Schedules 5.22 (employee benefit plans) pursuant to the second paragraph of Section 5.22, 5.23 (conformity with law; litigation) after taking into account reserves therefor on the balance sheets of the Partnerships as of the Closing Date, 5.24 (taxes) and 5.27 (environmental matters); or (fv) the allocation of Consideration among or between the Sellers in any manner other than pro rata among all Partnership Interests without regard to --- ---- class or any other factor; or (vi) any breach of the representation and warranty set forth in the Closing Financial Certificate in compliance with Section 8.9(f) of this Agreement; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Article 8. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligationsSection 10.1.

General Indemnification by the Sellers. Each of the The Sellers do shall, jointly and severally covenant and agree to severally, indemnify, defend, protect and hold harmless Purchaser, the Buyers Company and each of their respective directors, officers, directorsmembers, managers, affiliates, attorneys, agents, representatives, employees, stockholders, assigns, successors and affiliates assigns (individually, an "Indemnified Party" and collectively, "the “Purchaser Indemnified Parties"”) from, against and in respect of all liabilities, losses, claims, damages (excluding any incidentalincluding punitive, special or direct and indirect and consequential damages, but including any diminution of value damagesdamages and lost revenue and income), punitive damagesactions, causes of actionsuits, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, fines, penalties, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements), and diminution in value, relating to the Acquired CompaniesTaxes, costs and expenses, including reasonable attorneys’ fees and expenses (collectively, “Claims”), whether or not involving a third party claim (collectivelyclaim, "Damages") suffered, sustained, incurred or paid by any Purchaser Indemnified Party in connection with, based upon, resulting from, from or arising out of, directly or indirectly: (a) any inaccuracies in or any breach of any representation or warranty of any of the Sellers contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement delivered by any Seller in connection herewith; provided, however, that each Seller shall be severally and not jointly liable for any breach of the representations and warranties contained in Article 2 of this Agreement; (b) any non-fulfillment by any Seller of any covenant or agreement set forth in this Agreement subject or any Ancillary Agreements, or any failure by any Seller to content of the Disclosure Letter and its supplements as limited by the terms of Section 6.8 of this Agreement fulfill any other obligation in respect hereof or certificate delivered pursuant to Section 1.4(a)(iii) delivered by or on behalf of the Sellers in connection herewiththereof; or (b) any nonfulfillment of any covenant or agreement on the part of the Sellers set forth in this Agreement; orand (c) any claim for fees or commissions of any broker or agent employed or alleged to have been employed by the Sellers; or (d) any claim regarding representations and warranties under Sections 2.16 (including Retained Claims) or 2.20 of this Agreement regardless of the contents of the Disclosure Letter and/or any supplements thereto as same may relate to these Sections. Notwithstanding anything to the contrary herein, such information in the Disclosure Letter regarding these Sections shall be informational only and shall not effect the liability of the Sellers under the terms of this Agreement; or (e) any insured claims based upon insurance as described under Section 2.19 herein provided by the Sellers to the Acquired Companies subject to the lesser of (i) the currently in effect deductible or (ii) $25,000 per occurrence and/or their employees or Employee Benefits as described under Section 2.14 herein provided by the Sellers to the Acquired Companies and/or their employees which cease as of the Closing for events occurring prior to the Closing Date whether known or unknown; or (f) any and all Damages incident to any of the foregoing or to the enforcement of this Article 8. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligationsSpecified Liabilities.