Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will ----------------------------------------------- indemnify and hold harmless Seller, and will pay to Seller the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) 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 such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. In addition, Buyer agrees to indemnify Seller for any additional tax owed by Seller and/or the common parent of the consolidated group of which Seller is a member (including tax owed by same as a result of this indemnification payment) resulting from any transaction (not including the payments described in Section 4.06(a)(ii) regarding the Incentive Unit Plan) not in the ordinary course of business occurring on the Closing Date after Buyer's purchase of the Shares.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Subject to the limitations set forth in Section 11.4 as applicable, Buyer will ----------------------------------------------- indemnify and hold harmless SellerSellers and Company from any loss, liability, claim, damage (excluding incidental and will pay to Seller the amount consequential damages), expense (including costs of any Damages investigation and defense and reasonable attorneys' and other professional fees) whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with with: (a) any Breach of any representation or warranty made by Buyer and/or Acquisition in this Agreement Agreement, after giving effect to any supplemental disclosure, or in any other certificate of document delivered by Buyer and/or Acquisition pursuant to this Agreement, ; (b) any Breach by Buyer or Acquisition of any covenant or obligation of Buyer or Acquisition in this Agreement, or ; (c) 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 Buyer and/or Acquisition (or any Person acting on its behalfbehalf of either or both of them) in connection with any of the transactions contemplated by this Agreement. In addition, Buyer agrees to indemnify Seller for any additional tax owed by Seller and/or the common parent of the consolidated group of which Seller is a member (including tax owed by same as a result of this indemnification payment) resulting from any transaction (not including the payments described in Section 4.06(a)(ii) regarding the Incentive Unit Plan) not in the ordinary course of business occurring on the Closing Date after Buyer's purchase of the SharesContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will ----------------------------------------------- indemnify and hold harmless Seller, and will pay to Seller the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) 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 such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. In additionContemplated Transactions, Buyer agrees (d) any Environmental, Health, and Safety Liabilities arising out of or relating to indemnify Seller for the ownership, operation, or condition occurring at any additional tax owed by Seller and/or the common parent of the consolidated group of which Seller is a member (including tax owed by same as a result of this indemnification payment) resulting from any transaction (not including the payments described in Section 4.06(a)(ii) regarding the Incentive Unit Plan) not in the ordinary course of business occurring on time after the Closing Date after Buyer's purchase of the SharesFacilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which the Company has an ownership interest, or (e) any bodily injury (including illness, disability, and death), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee of former employee of the Company, in any way arising from any Hazardous Activity conducted by the Company after the Closing Date, or from Hazardous Material that was Released by the Company at any time after the Closing Date.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will ----------------------------------------------- indemnify and hold harmless SellerSellers, and will pay to Seller Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any breach of any representation or warranty made by Buyer in this Agreement as if such representation or warranty was made on and as of the Closing Date, (c) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (cd) 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 such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated Contemplated Transactions, (e) the Breach by this Agreement. In addition, the Buyer agrees of any obligation it may have pursuant to indemnify Seller for any additional tax owed by Seller and/or the common parent Section 2.5(c) of the consolidated group of Agreement or (f) any other adverse matter relating to the Company in which Seller is a member (including tax owed by same as a result of this indemnification payment) resulting from any transaction (not including the payments described in Section 4.06(a)(ii) regarding the Incentive Unit Plan) not in the ordinary course of business occurring on principal event giving rise thereto occurred after the Closing Date after Buyer's purchase and which results from or arises out of any action or inaction of the SharesBuyer after the Closing. Other than a claim based on fraud or intentional misrepresentation, the remedies provided in this Section 11.4 are exclusive of any other remedies that may be available to any of the Sellers.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Following consummation of the Contemplated Transactions, Buyer will ----------------------------------------------- indemnify and hold harmless Seller, his heirs and assigns, and will pay to Seller the amount of any Damages arising, directly or indirectly, from or in connection with with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement, ; (b) any Breach of any representation or warranty made by Buyer Buyer, Premier or Xxxxxx or of any covenant or obligation of Buyer Buyer, Premier or Xxxxxx in this Agreement, or ; (c) 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 such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. In addition, Buyer agrees to indemnify Seller for Contemplated Transactions; (d) any additional tax owed by Seller and/or the common parent material liabilities of the consolidated group of which Seller Company unless such material liabilities are not disclosed under this Agreement and the failure to disclose such liabilities is a member (including tax owed by same as a result of this indemnification payment) resulting from any transaction (not including the payments described in Section 4.06(a)(ii) regarding the Incentive Unit Plan) not in the ordinary course of business occurring on the Closing Date after Buyer's purchase Breach of the Sharesrepresentations and warranties contained herein; or (e) any claim or liability asserted by a third party against Seller which arises out of or in connection with the ownership of the Shares or the operation of the business of the Company by Buyer following Closing.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will ----------------------------------------------- indemnify and hold harmless Sellerthe Sellers and their respective heirs, executors, successors, legal representatives and permitted assigns (collectively, the "Company Indemnified Persons") for, and will pay to Seller the Company Indemnified Persons the amount of any Damages arising, directly or indirectly, arising from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) 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 such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. In addition, Contemplated Transactions; or (d) Buyer agrees to indemnify Seller for any additional tax owed by Seller and/or the common parent of Acquired Companies conducting the consolidated group of which Seller is a member Acquired Companies' business after the Closing except that (including tax owed i) such Damages arise from or in connection with any actions taken by same as a result of this indemnification payment) resulting from any transaction (not including the payments described in Section 4.06(a)(ii) regarding the Incentive Unit Plan) not in the ordinary course of business occurring on G. Xxxxx Xxxxxxx after the Closing Date after Buyer's purchase in the name or purportedly on behalf of any of the SharesAcquired Companies outside the scope of his authority or duties under the Consulting Agreement; and (ii) such Damages shall be reduced to the extent that they are directly attributable to the operation of such business prior to Closing.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will ----------------------------------------------- indemnify and hold harmless Sellereach of the Shareholders, their respective heirs, executors and beneficiaries (the "Shareholder Indemnified Persons"), and will pay to Seller the Shareholder Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with with: (a) any Breach of any representation or warranty made by Buyer in this Agreement Agreement, in the Buyer Disclosure Schedule, the supplements to the Buyer Disclosure Schedule or in any certificate delivered by Buyer pursuant to this Agreement, ; (b) any Breach of any representation or warranty made by Buyer in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Buyer Disclosure Schedule on or before the Closing; (c) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or or (cd) 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 such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by Contemplated Transactions. The remedies provided in this Agreement. In addition, Buyer agrees Section 10.3 will not be exclusive of or limit any other remedies that may be available to indemnify Seller for any additional tax owed by Seller and/or Shareholders or the common parent of the consolidated group of which Seller is a member (including tax owed by same as a result of this indemnification payment) resulting from any transaction (not including the payments described in Section 4.06(a)(ii) regarding the Incentive Unit Plan) not in the ordinary course of business occurring on the Closing Date after Buyer's purchase of the SharesOther Shareholder Indemnified Persons.