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 and their respective officers, directors and employees (the "Seller Indemnified Parties"), and will pay to the Seller Indemnified Parties the amount of any Damages incurred, 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 Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers Seller and their its respective officersRepresentatives, directors members, managers, controlling persons, and employees affiliates (collectively, the "“Seller Indemnified Parties"Persons”), and will pay to the Seller Indemnified Parties Persons the amount of any Damages incurredarising, 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 ’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 Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers and their respective officersRepresentatives, directors shareholders, controlling persons, and employees Affiliates (collectively, the "Seller “Sellers’ Indemnified Parties"Persons”), and will pay to the Seller Sellers’ Indemnified Parties Persons the amount of any Damages incurredarising, 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 ’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 Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify ------------------------------------------------ and hold harmless Sellers the Company, its Representatives, controlling persons and their respective officers, directors and employees affiliates (the "Seller Company Indemnified PartiesPersons"), ) and will pay to the Seller Company Indemnified Parties Persons the amount of any Damages incurredarising, directly or indirectly, from or in connection with (ai) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (bii) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (ciii) 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 Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. The Buyer will indemnify and hold harmless Sellers the Shareholders and their respective officersRepresentatives (collectively, directors and employees (the "Seller “Shareholder Indemnified Parties")Persons”) for, and will pay to the Seller Shareholder Indemnified Parties Persons the amount of any Damages incurred, directly or indirectly, from or in connection with caused by and attributable to: (a) any Breach of any representation or warranty made by the Buyer in this Agreement or in any agreement, instrument, certificate or document delivered by the Buyer pursuant to this Agreement, ; (b) any Breach by the Buyer of any covenant or obligation of the Buyer in this Agreement, or ; or (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers and their respective officers, directors and employees (the "Seller Indemnified Parties")Stockholders, and will pay to the Seller Stockholders and their respective Representatives, controlling persons and affiliates (the "Seller Indemnified Parties Person") the amount of any Damages incurredarising, 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 covenant, agreement 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 Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers the Company, its Representatives, controlling persons and their respective officers, directors and employees affiliates (the "Seller “Company Indemnified Parties"), Persons”) and will pay to the Seller Company Indemnified Parties Persons the amount of any Damages incurredarising, directly or indirectly, from or in connection with (ai) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (bii) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (ciii) any claim by any Person for brokerage or finder's ’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 Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. From and after Closing, Buyer will indemnify indemnify, defend and hold harmless Sellers and their respective officersRepresentatives and Related Persons (collectively, directors and employees (the "“Seller Indemnified Parties")Persons”) for, and will pay and reimburse to the Seller Indemnified Parties Persons the amount of any Damages incurredarising, 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 ’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 Contemplated Proposed Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Sellers Seller and their respective officersits Representatives, directors shareholders, controlling persons and employees affiliates (the "collectively, “Seller Indemnified Parties"Persons”), and will pay to the Seller Indemnified Parties Persons the amount of any Damages incurredarising, 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 ’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 Contemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Subject to the terms and conditions of Section 7, from and after the Closing, Buyer will indemnify and hold harmless Sellers Seller and their respective officersits Representatives and Affiliates (collectively, directors and employees (the "Seller Indemnified PartiesPersons")) for, and will pay to the Seller Indemnified Parties Persons the amount of any Damages incurredarising, directly or indirectly, from or in connection with with: (a) any Breach of any representation or warranty of the Surviving Representations 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 ; 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 Contemplated Transactions.