Common use of General Indemnification Obligation Clause in Contracts

General Indemnification Obligation. Each member of the Seller Group shall, jointly and severally, indemnify and hold harmless the Purchaser and its officers, directors, employees, agents and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, but not limited to, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement of any member of the Seller Group contained in this Agreement (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement, (b) any of the Retained Liabilities, including, but not limited to, any liability, claim, obligation or proceeding of any nature whatsoever relating to or arising out of the operations and business of the Seller or the Purchased Assets and/or any action or failure to act on the part of the Seller or Shareholder prior to the Closing Date, and (c) any actions taken with respect to the Bank Account by the Seller on and after the Closing Date without written authorization from the Purchaser. The Purchaser shall indemnify and hold harmless the Seller Group and its respective officers, directors, employees, agents and Affiliates from and against any and all Losses actually sustained by any of such Persons resulting from (a) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement of the Purchaser contained in this Agreement (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement, (b) any of the Assumed Liabilities, (c) use of the Purchased Assets on and after the Closing Date, and (d) except as set forth in the Seller Group’s indemnification obligation set forth above, the use and control of the Bank Account by the Purchaser on and after the Closing Date .

General Indemnification Obligation. Each member Subject to the limitations set forth in Section 9.3 of this Agreement, the Seller Group shall, jointly and severally, Stockholders shall indemnify and hold harmless the Purchaser Company, the Parent, the Buyer and its their officers, directors, employees, and agents and the Company’s and the Buyer’s Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses and disbursements (including, but not limited towithout limitation, reasonable attorneys’ fees) and disbursements (collectively, the collectively “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in any representation or warranty, or any breach of any representation, warranty, covenant or agreement of any member of the Seller Group Stockholders contained in this Agreement (including any Schedule schedule or Exhibit exhibit attached hereto) or any Ancillary Agreement, (b) any of Indebtedness or Selling Expenses incurred by the Retained Liabilities, including, but Company and not limited to, any liability, claim, obligation or proceeding of any nature whatsoever relating to or arising out of the operations and business of the Seller or the Purchased Assets and/or any action or failure to act fully paid on the part of the Seller or Shareholder prior to the Closing Date, and or (c) any actions taken Taxes of the Company attributable to any Pre-Closing Tax Period and not fully paid when due and payable. Any indemnification by the Stockholders pursuant to this Section 9.1 will be (i) joint and several among each Stockholder that is a member of the Soin Group, (ii) joint and several among each Stockholder that is a member of the Xxxxxxxx Group, (iii) joint and several among each Stockholder that is a member of the Xxxxx Group, and (iv) several as between each of the Soin Group, the Xxxxxxxx Group, and the Xxxxx Group with respect to such groups’ aggregate proportional ownership of the Bank Account by the Seller on and after the Closing Date without written authorization from the PurchaserShares. The Purchaser Buyer and the Parent shall indemnify and hold harmless the Seller Group and its respective officers, directors, employees, agents and Affiliates Stockholders from and against any and all Losses actually sustained by any of such Persons resulting from based upon, arising out of or otherwise in respect of (ai) any inaccuracies in any representation or warranty, or any breach of any representation, warranty, covenant or agreement of the Purchaser Buyer or the Parent contained in this Agreement (including any Schedule schedule or Exhibit exhibit attached hereto) or any Ancillary AgreementAgreement to which the Buyer or the Parent, as applicable, is a party, or (bii) any Taxes of the Assumed Liabilities, (c) use of the Purchased Assets on Company that are attributable to any Post-Closing Tax Period and after the Closing Date, are not fully paid when due and (d) except as set forth in the Seller Group’s indemnification obligation set forth above, the use and control of the Bank Account by the Purchaser on and after the Closing Date payable.

General Indemnification Obligation. Each member of Subject to the Seller Group shalllimitations contained in Section 7.3, The Shareholders shall jointly and severally, severally indemnify and hold harmless the Purchaser Company, the Buyer, the Parent and its their officers, directors, employees, and agents and the Company’s and the Buyer’s Affiliates from and against any and all lossesLosses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, but not limited towithout limitation, reasonable attorneys’ fees) and disbursements (collectively, the collectively “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in any representation or warranty, or any breach of any representation, warranty, covenant or agreement of any member of the Seller Group Shareholders contained in this Agreement (including any Schedule schedule or Exhibit exhibit attached hereto) or any Ancillary Agreement, (b) any of the Retained Liabilities, including, but Selling Expenses not limited to, any liability, claim, obligation or proceeding of any nature whatsoever relating to or arising out of the operations and business of the Seller or the Purchased Assets and/or any action or failure to act on the part of the Seller or Shareholder fully paid prior to the Closing DateClosing, and or (c) any actions taken with respect Taxes attributable to the Bank Account by the Seller any Pre-Closing Tax Period not fully paid when due and payable unless fully accrued for on and after the Closing Date without written authorization from the PurchaserBalance Sheet. The Purchaser Buyer and Parent shall jointly and severally indemnify and hold harmless the Seller Group and its respective officers, directors, employees, agents and Affiliates Shareholders from and against any and all Losses actually sustained by any of such Persons resulting from Shareholders based upon, arising out of or otherwise in respect of (a) any inaccuracies in any representation or warranty, or any breach of any representation, warranty, covenant or agreement of the Purchaser Buyer and/or Parent contained in this Agreement (including any Schedule schedule or Exhibit exhibit attached hereto) or any Ancillary Agreement, Agreement to which the Buyer is a party or (b) any the operation of the Assumed Liabilities, (c) use of Company subsequent to the Purchased Assets on and after the Closing Date, and (d) except as set forth in the Seller Group’s indemnification obligation set forth above, the use and control of the Bank Account by the Purchaser on and after the Closing Date Closing.

General Indemnification Obligation. Each member of the Seller Group shall, The Shareholders shall jointly and severally, severally indemnify and hold harmless the Purchaser Company, the Parent, the Buyer and its their officers, directors, employees, and agents and the Company's and the Buyer's Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, but not limited towithout limitation, reasonable attorneys’ ' fees) and disbursements (collectively, the “collectively "Losses”") actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in any representation or warranty, or any breach of any representation, warranty, covenant or agreement of any member of the Seller Group Shareholders contained in this Agreement (including any Schedule schedule or Exhibit exhibit attached hereto) or any Ancillary Agreement, (b) any the operation of the Retained Liabilities, including, but not limited to, any liability, claim, obligation or proceeding of any nature whatsoever relating to or arising out of the operations and business of the Seller or the Purchased Assets and/or any action or failure to act on the part of the Seller or Shareholder Company prior to the Closing Datedate of this Agreement, and other than those Losses relating solely to product warranties of the Company, (c) any actions taken with respect Indebtedness or Selling Expenses not fully paid on the date of this Agreement, or (d) any Taxes attributable to the Bank Account by the Seller on any Pre-Closing Tax Period not fully paid when due and after the Closing Date without written authorization from the Purchaserpayable. The Purchaser Buyer and the Parent shall indemnify and hold harmless the Seller Group and its respective officers, directors, employees, agents and Affiliates Shareholders from and against any and all Losses actually sustained by any of such Persons resulting from (a) based upon, arising out of or otherwise in respect of any inaccuracies in any representation or warranty, or any breach of any representation, warranty, covenant or agreement of the Purchaser Buyer or the Parent contained in this Agreement (including any Schedule schedule or Exhibit exhibit attached hereto) or any Ancillary AgreementAgreement to which the Buyer or the Parent, (b) any of the Assumed Liabilitiesas applicable, (c) use of the Purchased Assets on and after the Closing Date, and (d) except as set forth in the Seller Group’s indemnification obligation set forth above, the use and control of the Bank Account by the Purchaser on and after the Closing Date is a party.