Indemnification and Payment of Damages by Purchaser. From and after the Closing, Purchaser will indemnify and hold harmless Sellers and their respective Representatives, stockholders, controlling persons and affiliates (collectively, the “Seller Indemnified Persons” and, together with the Purchaser Indemnified Persons, the “Indemnified Persons”), and will pay to Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser of any covenant or obligation of Purchaser 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 Purchaser (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
Indemnification and Payment of Damages by Purchaser. (a) Purchaser will indemnify and hold harmless the Sellers and their respective Representatives, shareholders, controlling persons, and Affiliates (collectively, the "Sellers' Indemnified Persons"), and will pay to the Sellers' Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall 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 Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser of any covenant or obligation of Purchaser in this Agreement, or (c) any liability or obligation of any nature with respect to the Assumed Liabilities.
Indemnification and Payment of Damages by Purchaser. Purchaser will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising from or in connection with:
Indemnification and Payment of Damages by Purchaser. Purchaser 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 Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any breach by Purchaser of any covenant or obligation of Purchaser in this Agreement, or (c) any claim by any person or entity 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 or entity with Purchaser (or any person or entity acting on its behalf) in connection with any of the transactions contemplated hereby.
Indemnification and Payment of Damages by Purchaser. Purchaser will --------------------------------------------------- indemnify and hold harmless the Company, and will pay to the Company the amount of any Damages actually incurred by the Company, arising, directly or indirectly, from or in connection with (a) any breach of any representation or warranty specifically made by Purchaser in this Agreement, (b) any breach by Purchaser of any covenant or obligation of Purchaser specifically contained 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 Purchaser (or any Person acting on its behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 6.3 will be the sole remedies available to the Company with respect to the matters referred to in clauses (a), (b) and (c) of this Section 6.3, provided that the foregoing shall not limit any right to specific performance or injunctive relief that a party may otherwise have.
Indemnification and Payment of Damages by Purchaser. Purchaser shall indemnify and hold harmless Seller for, and shall pay to Seller the amount of, any loss, liability, claim, damage (other than incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any breach of any representation, warranty, covenant or obligation made by Purchaser in this Agreement, the Promissory Note, the Collateral Pledge Agreement, or any other certificate or document delivered by Purchaser pursuant to this Agreement. The remedies provided in this section shall not be exclusive of or limit any other remedies that may be available to Seller. In no event shall the indemnification provided for herein and other damages paid by Purchaser to Seller pursuant to the terms and provisions hereof and the transactions contemplated hereby (including without limitation those available under Section 1.07 hereof), in the aggregate exceed the Purchase Price.
Indemnification and Payment of Damages by Purchaser. Purchaser will indemnify and hold harmless Stockholders, and will pay to Stockholders the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Purchaser or Merger Sub in Article VII of this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, or (b) any Breach by Purchaser of any covenant or obligation of Purchaser or Merger Sub in this Agreement. Purchaser will have no liability for indemnification or otherwise with respect to the matters described in clause (a) or (b) of this Section 13.4 until the total of all Damages with respect to such matters exceeds the Basket Amount. In no event shall the aggregate liability of Purchaser with respect to all claims for indemnification by the Stockholders exceed $7,500,000. The liability of Purchaser with respect to any claim by an individual Stockholder shall not exceed the amount of the Stock Portion received by such Stockholder (valued at the lower of the Share Price or the Adjusted Closing Price, as the case may be) pursuant to this Agreement. These limitations will not apply to any Breach of any of Purchasers or Merger Subs representations and warranties of which Purchaser had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Purchaser or Merger Sub of any covenant or obligation and Purchaser will be liable for all Damages with respect to such Breaches. The remedies provided in this Section 13.4 and any other remedies provided at equity will be the exclusive remedies available to Sellers.
Indemnification and Payment of Damages by Purchaser. Purchaser will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages (as defined in Section 10.2 of this Agreement) arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Purchaser in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement, (b) any Breach by Purchaser of any covenant or obligation of Purchaser 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 Purchaser (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
Indemnification and Payment of Damages by Purchaser. Purchaser shall indemnify and hold harmless Seller, and shall pay to Seller the amount of, any and all Damages of Seller, arising from or in connection with:
