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 Sellers for, and will pay to the Sellers the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to Sellers.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Subject to the limitations of Section 10.2, Buyer will indemnify and hold harmless Sellers and their respective Representatives (collectively, the "Indemnified Persons") for, and will pay to the Sellers Indemnified Persons the amount of, of any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), Damages arising, directly or indirectly, from or in connection with: with (a) any material 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 material 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 any such Person with Buyer (or any Person acting on their its behalf) in connection with any of the Contemplated Transactions. The After the Closing, the remedies provided in this Section 10.3 10.2 will not be the sole and exclusive remedies of or limit Sellers for any Breach by Buyer of any provision of this Agreement and Sellers hereby waive and release any other remedies that may be available right or remedy with respect to Sellersany such Breach.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers for, and will pay to the Sellers the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.3 11.3 will not be exclusive of or limit any other remedies that may be available to Sellers.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers Seller and its Representatives (collectively, the "Indemnified Persons") for, and will pay to the Sellers Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) A. any Breach of any representation or warranty made by Buyer in this Agreement or any other certificate or document delivered by Buyer pursuant to this Agreement; (b) 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; C. any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. ; The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to SellersSeller or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers for, and will pay to the Sellers the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "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 any certificate or document delivered by Buyer pursuant to this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to Sellers.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will shall indemnify and hold harmless the Sellers forand their Representatives, controlling persons and affiliates (collectively, the "Seller Indemnified Persons"), and will shall pay to the Sellers Seller Indemnified Persons the amount of, of any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), Damages arising, directly or indirectly, from or in connection with: (a) 10.3.1 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, without giving effect to any materiality, dollar or other threshold; (b) 10.3.2 any Breach by Buyer of any covenant or obligation of Buyer in this AgreementAgreement or in any Buyer Closing Document; (c) 10.3.3 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 (or any Person acting on their its behalf) in connection with any of the Contemplated Transactions. The remedies provided in this ; 10.3.4 any liabilities relating to the Performance Obligations under Section 10.3 will not be exclusive of or limit any other remedies that may be available to Sellers.7.7 above; or

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will will, in the ----------------------------------------------- case of (a), (b) and (c) below, and the Company will, in the case of (d) below, indemnify and hold harmless Sellers forSeller, and will pay to the Sellers Seller the amount of, of any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), 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; (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 (or any Person acting on their its behalf) in connection with any of the Contemplated Transactions. The remedies provided in ; and (d) any Damages to the extent arising from the conduct of the Company's business prior to or after Closing (excluding Damages to the extent retained or to be indemnified by Seller or Guarantor under this Section 10.3 will not be exclusive of or limit any other remedies that may be available to SellersAgreement).

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers for, and will pay to the Sellers the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. 40 The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to Sellers.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers for, and will pay to the Sellers the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and (d) any third party claim on account of Buyer's initial public offering, other than as a result of actions or statements of Sellers or the Company. The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to Sellers.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers each of the Owners (collectively, the "BUYER INDEMNIFIED PERSONS") for, and will pay to the Sellers Buyer Indemnified Persons the amount of, of any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "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 Buyer's Closing Documents, or any other certificate or document delivered by Buyer pursuant to this Agreement;; 45 (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their Buyer's behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.3 will not be exclusive of or limit ; or (d) any other remedies that may be available to SellersAssumed Liability.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers Seller for, and will pay to the Sellers Seller the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (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 (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.3 will not be exclusive of or limit any other remedies that may be available to SellersSeller.